Charm-Ben 10
by Lukepace414
Summary: What if Gwen didn't interfere Charmcaster body-swap spell. How would Ben experience a new life, now that he in Charmcaster body with the power of magic and the Omnitrix.
1. Chapter 1

I don't own Ben 10.

**This is a different timeline where Charmcaster successfully swap body with Ben. If you readers don't like this story, then get out!**

**Chapter 1: A change of face**

Ben Tennyson mumbled a few choice words to himself as he tugged at the white collar of the shirt that his grandpa had forced him to wear. Still in the process of their summer vacation trip through the United States, the Tennysons' latest stop brought them to the town of Salem, Massachusetts.

The young hero had initially been rather interested in the stop, but that interest quickly turned into disgust and embarrassment when Grandpa Max had them dress up as pilgrims. The excuse for this had something to do with it not being a proper learning experience in Salem if they didn't dress the part for the 'local history'.

So here he was, walking around a city while dressed in an old timey black pilgrim's shirt, complete with the most embarrassing and dorky hat. This was only compounded by the fact that his cousin had a witch hat, and don't even get him started on how their grandpa was dressed. They all stood out in the worst possible way.

"C'mon Grandpa," he whined with frustration and disdain evident in his voice. "Can I please change now?" He tugged at the white collar of his shirt for emphasis. Behind him, there were two kids snapping away with their cameras in order to get every single embarrassing shot they could get out of him and the others. He would give anything right now if it meant having the opportunity to either destroy those cameras or get out of the situation.

As if there existed some kind of higher power listening in on him and deciding to toss him a bone, a building not too far away from them promptly exploded into a great big mass of fire and debris. While this was indeed a horrible and dangerous thing to happen, what followed next filled Ben with excitement and almost giddiness.

"Ben," Max's voice broke the group's silence, "you can go ahead and change now."

"Yes!" The 10-year-old let out, wasting no time in activating the Omnitrix around his wrist and cycling through his collection of aliens. Which one did he want to use for this occasion? Definitely not Grey Matter. Quickly deciding on his choice, he slammed the dial back down. After a quick bit of transforming and a flash, Stinkfly was revealed in all his smelly glory.

"It feels good to be cool again!" He shouted, clenching his fists in victory. Without another word, he zoomed off towards the fire, leaving his cousin and grandpa behind.

"I wouldn't call a giant, ugly, and horribly smelly bug cool." Gwen snorted, rolling her eyes. "But Ben has always been a little weird like that."

"Now's not the time for snark." Max berated, earning a quick nod from his granddaughter. The duo then broke off into a run to try and help get people to safety in the chaos.

Bouncing from one area to another around the building that had caught aflame, Ben, as Stinkfly quickly fired jets of slime from both his eye stalks and mouth to extinguish the blaze. Upon clearing away the entrance, he managed to help a bunch of people that were still inside to escape to safety.

"Nothing like a little bit of action to no longer feel like a dork again!" He boisterously called out as he extinguished some more flames. It may have not been the most exciting of tasks, but he was able to at least get away from that ridiculous outfit.

Another explosion knocked Stinkfly out of his reverie, causing the young hero glance to his right and see a wall of fire advancing mysteriously from the end of the street towards him. "That's kinda weird."

Wasting no time, however, he darted for the flames and quickly extinguished them before landing on the ground to rest for a moment. Turning to his left, he caught sight of his reflection in the glass, and to his disgust, noticed that he still sported the pilgrim hat on top of his head. "Oh great, now I look like an alien dweeb!" Grumbling to himself, he shot the hat off with a couple of slime streams. Good riddance to that eyesore. It was probably his greatest deed of the day.

Before he could take off again, a familiar figure appeared from within the smoke and stood before him. It had been a while since they had last met, but the transforming hero easily recognized the girl with her long grey hair, magenta and purple coat, and purple bodysuit. "Hey, you're Charmcaster."

"Transfera Identica!" It was all she responded with as she waved her hand about in an arc. "Transfera Identica!" It was repeated quickly, and a purple sphere of magic formed into existence around her. Within her hand, a second sphere formed, and without missing a beat, she tossed the magical energy out of the barrier at her victim.

Wary of whatever spell it was, and definitely not wanting to stick around at all. Stinkfly shot off backwards into the air and attempted to get away from the attack. However, as he would quickly find out, he was incapable of getting away, and the sphere slammed into his backside as a force dragged him inside of it.

Struggling inside of the bubble, Stinkfly could only grimace and squirm. Something was going on, and he didn't like it at all. It felt as if something was pulling and pushing on his body as a tingling sensation spread throughout his body, especially around the area of his head.

Turning around, which was the only thing he could really get his body to do right now, he could only watch as his bubble prison drifted back towards Charmcaster via purple-pink bolts of electricity that connected both bubbles. He would have considered this to be kind of cool if it weren't for the fact that he was in the situation he was in.

A loud screaming distracted the transformed hero, causing him to turn his head to see cousin riding on the back of a stampeding horse drawn carriage. Hey, maybe she could do something to get him out of this stupid bubble!

In another timeline at another time, this likely would have occurred, and Ben would have found himself free of the bubble. However, this was not that time, and instead of being tossed off of the horse, Gwen managed to hold onto the reigns as it charged on by and away from the bubble.

"Whew," Charmcaster muttered to herself in relief. "That was close, but now there's nothing that can go wrong! Victory is mine, Ben Tennyson!"

Before Ben could make a comeback, the two bubbles of magic collided together, and the inhabitants of both bubbles were slammed into each other. Both of them could feel as if something was forcefully being pulled away from them. It was as if their minds experienced an empty feeling for a brief moment.

This feeling didn't last all that long before the bubble, and space between Ben and Charmcaster, exploded, separating the two and sending them flying several feet apart before crashing to the ground. In the midst of the backlash, the Omnitrix timed out.

"Ooohh… what happened?" Ben asked, placing a hand to his head as he unsteadily got back to his feet. Something didn't feel right, and he couldn't help but notice that his body seemed a little off. He felt a bit… heavier? "What did she do to me?" As the words left his lips, he blinked. Was that his voice? It didn't sound right. It sounded weirdly higher and less like the one he was used to at all.

Wobbling back and forth, he placed a hand to his face to quell the horrible tingling that still seemed to linger. As he did he couldn't help but notice that his face felt much softer than it should have, and the skin tone of his hand also seemed a bit off. In fact, why were his fingernails painted black.

It was then that he could feel a strange weight on his chest, causing him to tilt his head downward to see that his chest pushed outwards, being covered by a very familiar outfit. Panic started to creep in as he glanced to the side at a broken shop window. Within the reflection of the glass, Ben could see the form of Charmcaster staring back at 'her'.

"No way." She said silently as she moved an arm. "No way!" She exclaimed much louder while making several facial expressions, which only mimicked what she did. "This can't be happening! I'm Charmcaster?!" The shout came out rather high pitched, causing her to place a hand over her mouth with a surprised squeak. "Th- That means I'm a girl!"

Reaching down, she gave her chest a poke, and quickly realized that yes, those were indeed a pair of breasts." Nononono!" She pulled her hands away from her chest and quickly felt the rest of her body. This wasn't right at all. This was the worst possible thing ever. Yes, even her lower parts were gone.

"Will you stop touching my body like that?!" A voice, which sounded a lot like 'his' own, called out in clear annoyance. Raising her head and turning her attention towards the direction it came from, Ben saw his own body staring back at him from the corner of a nearby alley. "Do you know how uneasy it is for me to see you do that?!"

Ben's mind raced. She was staring at her own body. She was now Charmcaster. Her own body was shouting that this was his body. That could really only mean one thing in this situation. "Charmcaster! What did you do?! Give me my body back!" She broke off into a charge at what used to be her body. Though in the process, she found herself stumbling due to the unfamiliarity of her new state.

"Now why would I ever do that?" Charmcaster's voice had a patronizing tone to it as he worked on keeping out of Ben's way. "It's my body now, and with this watch, along with my magical powers, I'll be incinvible! So how about I give you a taste of your own former power?!" He slammed his hand down onto the Omnitrix, but nothing seemed to happen at all.

"What gives?" He tried to activate the device, but he couldn't get it to do anything. The light on the color display, which had initially been red, had changed to a flashing grey and white. "How do you even work this stupid thing?"

"I want my body back!" Ben shouted, managing to grab hold of his former body's omnitrix-covered wrist. "I don't want to be a stupid girl! This is gross!"

"Who are you calling gross?" Charmcaster took obvious offence to this. "I told you that this is no longer your body. You should be happy. It's not every day that someone can say they get to experience what being the opposite sex is like." Chanting under his breath, the magic user attempted to summon up a spell to knock his own former body back. However, much to his shock, he found that Ben's body didn't possess any substantial magical capability at all. "You have got to be kidding me."

As the two struggled and jostled the Omnitrix about, the device began to let off some questionable sparks. Somewhere within the AI of the watch, it had sensed that something was off and very wrong about Ben. The sudden change in brain and mentality patterns, as well rather less than savory ideals, resulted in it enacting a programmed counter measure that sent it into lockdown mode. Azmuth had designed such a feature as a precaution in case of the possibility that the wielder of the Omnitrix suffered from extreme possession or body control in order to prevent horrible misuse.

As if by strange luck, the jostling and twisting of the Omnitrix managed to shift it into re-calibration mode, causing the light to turn a deep blue color. Within this mode, the device sent out some scans to see if it was safe to exit lockdown, and to go ahead with re-calibrating. Its sensors indicated that the one wearing it was still unfamiliar and foreign, as well as possessed rather… unfavorable interests and goals.

However, at the same moment, it sensed the familiar mental scans of its actual user, and the one it had grown accustomed to all this time. It desired this familiarity, and to be away from the one that it found felt 'wrong' to it. The Omnitrix sparked, and the blue light flashed brighter.

Both Ben and Charmcaster stopped in their struggling, caught by surprise at seeing the alien device sparking up a storm.

"What did you do?!" Ben shouted with a hint of worry and annoyance. This definitely wasn't his fault.

"Me? I had nothing to do with this. You're the one who wouldn't let go!"

Before either of them could say another word, the Omnitrix sparked with another bolt of static before lashing out Ben's wrist and seemingly oozing towards her. Once around the wrist of the boy-turned-teen girl, it shifted its appearance.

No longer did the device look rather bulky and awkward. The change it had gone through gave it more of an actual watch look. It was smaller and took up less space around Ben's wrist. The dial rested on top, and was attached to her wrist by a green and black strap.

"I don't know if this is a good sign." Ben turned her wrist around to get a better look at it. "But the new look is really cool." Her fear of her current body momentarily forgotten due to being distracted by the changed Omnitrix.

Charmcaster, meanwhile, felt his jaw drop as he stared at his former body. "You have GOT to be kidding me!" All of the planning for this moment turned out to be nothing more than a waste. His attempt to gain absolute power was dashed to bits, and now he found himself stuck in the body of a 10-year-old boy without the item he did all of this for in the first place. Not only that, but he had no access to magic, and so he couldn't reverse this whole thing. Could it get any worse?

"Ben!" It was the shout of Gwen, who had finally arrived alongside Grandpa Max after managing to get the horse from earlier calmed down. "Did you manage to- is that Charmcaster?!"

Charmcaster's eyes darted back and forth. He really had no way to deal with this situation at all. If he attempted to fight, it was highly likely that he'd get easily subdued. If anything, he needed to cause a good distraction. "I- yeah! She's the one who caused this mess, and she managed to get the watch!" He pointed directly at his former body.

This caught both Gwen and Max off guard. To learn that someone had actually managed to successfully swipe the watch from Ben and now had access to it filled the both of them with vast amounts of dread.

Gwen was the first to speak, looking ready to get involved. "How could you let her get the Omnitrix?! We need to stop her!"

"Wait!" Ben held up her hands. "I'm not Charmcaster; I'm Ben! She's, I mean, he's Charmcaster! Our bodies got switched!"

Charmcaster shook her head quickly. "Don't listen to her! She's just trying to confuse you to give her time to do something." He tried to put forth an innocent, cute look.

"Gross! I'd never make a dumb look like that. Stop making me look like such a dweeb. I thought being hypnotized into doing things in my sleep by that watch dork at the mall was bad enough, but now I'm not even in my body."

"... okay, that definitely sounds like my cousin."

The teen girl-turned-young boy let out a curse. How could he forget that he was a boy right now, and that making such an expression would likely be horribly out of character for how Ben would act?

Max placed a hand to his head, looking lost. "Wait a second. Let me get this straight. Ben is no longer Ben, but you are Ben?" He points at the teen girl, who nodded. "And Charmcaster is no longer Charmcaster, but is in my grandson's body?" He points to the 10-year-old boy, who was attempting to get at the magic bag around Ben's waist, but is prevented in doing so by the bag biting his hand. "This is really confusing and disconcerting."

"It's the worst!" Ben whined before giving a rather cute pout. "Look at me! I'm now a dumb girl!"

"And what's wrong with being a girl?" Gwen and Charmcaster both asked, looking a bit miffed at the statement. They shared a look of annoyance and discomfort at being on the same track.

"Duh, it isn't what I'm supposed to be. Look at me! I look like some kinda weirdo freak with- OW!" Ben winced and rubbed her leg, which had been kicked by a rather annoyed little boy. "What was that for?!"

"Nobody calls me a freak and gets away with it." Charmcaster appeared ready to deliver another kick if needed.

Hoping to try and distract the two from getting into a fight, Gwen pointed to Ben's wrist. "So why did the Omnitrix hop wrists, and why does it look so different?"

"How should I know, doofus?" Ben asked, crossing her arms. "We both know the thing makes no sense at all. It did some weird stuff stuff when we were fighting, turned blue, sparked, and then jumped over to me."

"So once again, it was all down to just dumb luck."

Max scratched his head. "Well, at the very least, the Omnitrix is safe, and isn't in the hands of someone who would use it for ill intentions." He glanced between Ben and Charmcaster, and then stared at the wreckage of the street they were on. Authorities, fire crew, and rescue workers were making their way around and asking questions.

"Though it might be best to get back to the Rust Bucket to discuss this." Hopefully nobody actually saw Charmcaster when she was causing her mayhem.

The former witch in question turned and attempted to sneak off. "Yeah, you all go do that. I need to be somewhere else- Hey!" A sudden headlock thanks to Gwen halted his attempts to escape.

"Don't even think about it. You're coming with us so we can figure this out."

Charmcaster squirmed within the headlock. "Ow! Fine, just knock it off!" He couldn't begin to describe just how much he regretted and despised this entire event.

* * *

Charmcaster crossed his arms as he sat within a seat in the RV that the Tennysons apparently referred to as the 'Rust Bucket'. Looking around, he was rather surprised at just how nice it actually looked on the inside compared to the outside. Sure, it was a bit on the cramped side, but it was liveable.  
"So…"

The 10-year-old's eyes darted to the speaker, who was easily identifiable as the grandfather to the cousins. The older man - Max he believed - had his arms crossed, but seemed rather relaxed. At least, he assumed so, but it felt like there was a commanding presence within his stare.

Looking around some more at his captors, Charmcaster noted that Gwen had taken to sitting next to him besides the window, and his former body containing the mind of Ben Tennyson sat across from him. All in all, it was clear that he would be screwed in any attempt he made to escape.

Max chose that moment to continue. "Since we're all in a better place to talk, I think it would be a good idea to explain yourself. I'd honestly like to know more on why you decided it would be a good idea to switch bodies with my grandson."

"He- She obviously wanted the Omnitrix!" Gwen supplied quickly. "But I can't believe that you'd do something like this. Switching bodies with Ben?!"

"Yeah! Seriously not cool." Ben crossed her own arms, blushing momentarily at having to deal with her new chest.

Charmcaster snorted and waved a hand. "Settle down, princess." The dismissive attitude earned him quite the look from Gwen. "You have to admit that the plan sounded good in theory. I bodyswap with hero boy and gain access to that lovely little device that lets him turn into all manner of creatures. Not only that, but combined with my magic, I'd be pretty much invincible."

"But this clearly didn't go as you had planned." Max supplied.

Ben let off a laugh. "Yeah, because I still got the Omnitrix!" She waved her wrist about while blowing a raspberry. "Score one for Ben Tennyson! Even when I lose I win!"

Ignoring her cousin's immaturity for the moment, Gwen decided to switch to another subject that caught her attention. "...wait, does this mean that Ben now has access to magic?"

Charmcaster's fist clenched and unclenched as he glared at his former body, but he managed to answer the girl's question. "Yes. 'She'," he put emphasis on this, causing Ben to balk, "now has access to what was my magical aura. I, on the other hand, don't have access to one while in this body."

Max decided to sit down across from Charmcaster, Ben moving over so he could. "So in other words, Be- Charmcaster, you assumed that Ben would have a… magical aura."

Ben, meanwhile, was lost in thought. "Oh man, I can use magic! How do I do it? Can I do a bunch of awesome stuff? Can I- Ow!" She winced due to Gwen kicking her leg from under the table. "What was that for, doofus?" She proceeded to kick Gwen's own leg in retaliation. Though before it could escalate further, their grandfather cleared his throat.

Charmcaster's expression turned sullen. Fear, worry, disappointment, sadness, rage, and a plethora of other emotions flashed across his features. "I did, but it turns out that this body's magical aura is nearly nonexistent. Well, that's not true. Everybody has at least some amount of magical aura to them. I should say that this body doesn't have enough USABLE magic. There's not enough to even do the simplest of spells, much less something that's more advanced like the body switching spell." He glanced at his hand, frowning as he attempted to summon up at least a little magic. All that could happen was a very tiny static spark.

"You'd still be able to switch our bodies back, right?" Ben asked, clearly hopeful even though she already knew the answer. She had a sinking feeling within the pit of her stomach.

The former witch shook his head. "I have no ability to switch us back." Before the group could retaliate with a response, he continued. "But since you have my body and my magic, then it'll have to fall onto you."

"In that case, you both may as well be stuck forever." Gwen deadpanned, earning a look from her cousin. "Hey, doofus, I don't like this whole situation either. Though at the very least, you could have been stuck in a much worse body."

Charmcaster begrudgingly agreed. "She's right, Tennyson. You should be honored to be inhabiting such a cute and powerful body. I mean, what if it was my uncle who got the idea to bodyswap with you? You'd be stuck in the body of a middle-aged old fart." There was quite a bit of venom in his words as he talked about Hex.

Ben grumbled out a response. "Yeah, well, maybe I don't want to be cute. I'd rather be awesome and handsome."

Max cleared his throat. "So, as you were saying about Ben being able to get you both back to normal?"

"Oh, right." Charmcaster turned his attention squarely on Ben. "You have my magical power, so we have a way out of this. However, there's one tiny problem."

"Uh, what's the problem?" Ben asked

"How much do you know about magic? About how to channel and use it?" Charmcaster asked as all he got in response was a blank look. He sighed deeply and leaned back. "I thought as much. You have no prior training and know next to nothing about it. The chances of being able to pull off a Transfera Identica spell right now are slim to none."

Before anybody could utter a word, he let out another long sigh. "Looks like I'm going to have to train you. I might not be able to use magic any more, but I still know everything there is about how to teach and learn to use it."

"Teaching and learning? Aw man! I shouldn't have to be worrying about schooling during summer vacation!" Ben grumbled something about it not being fair. "This shouldn't take long, right? I learn how to do magic, do the body switch spell, and then we're back to normal."

Charmcaster's lips twitched. "I love how simple you think this will be, Tennyson." The amount of naivete being shown would have been hilarious if the current situation was any different. "How long this takes depends solely on how long you take. Transfera Identica is a complex, multi-step spell that can be considered rather advanced."

"Can you at least give us an estimate on how long it could take?" Max asked, having a sinking suspicion that the answer wouldn't be good.

"As I said, it depends."

Gwen's lips transformed into a frown. "Depends on what?"

"On how long it takes for Ben here to learn. If I were to guess right now, despite having access to my magic, she would need to learn from scratch. If I were to make an estimated guess based on these factors? Well…"

"Spit it out already!" Ben growled out.

"At the very least, it could potentially take a few months." There was some silence. "Maybe even a year or two at the least? I mean, as I said, it all depends on how long it takes Alien 'Girl' here to grasp it all."

Ben slammed her hands onto the table. "I can't be like this for that long! Summer vacation doesn't last that long! I'll be back home by then. Oh jeez… what would my parents think about this?"

Max let out a nervous laugh as he scratched the back of his neck. "Carl and Sandra will definitely give me an earful for this." This was originally supposed to be a nice, relaxing summer trip, and he had hoped that his son and daughter-in-law would have never learned about some of the… stranger experiences.

"This can only end badly." Gwen groaned, a hand to her face.

"Then you better hope that you're a quick learner, Tennyson." Charmcaster responded as he crossed his arms. "And we may as well get started right now. Also, we're going to need to collect a bunch of ingredients." Despite all he said, he was confident that they could get this done quickly. Even if Ben was a total novice, that body's magical aura should be enough to do the deed with just a little teaching. It shouldn't be that difficult.

* * *

"You are hopeless!" Charmcaster raged, frustration etched upon his features as he glared daggers at Ben. His former body was leaning back against the Rust Bucket with a bored expression. "You're barely even paying attention to a word I'm trying to say! Weren't you all gung ho about wanting to get your body back?!"

Ben yawned. "Yeah, but listening to you talk is just boring. I thought learning magic would be fun, but it all sounds like a total chore." It's like she was back in school, and it honestly felt too early for that. "This magic bag of yours is pretty neat, though." She rubbed the head of a small rock golem that sat next to her.

"Well at least you got the hang of animating the golems down.." The 10-year-old sneered. He felt rather annoyed, as all of his stone golems, and even the bag itself, only recognized his former body. "But that still doesn't excuse you from being so bloody difficult! I mean, look, your cousin has been listening!"

She motioned over to Gwen, who had managed to create a small magical aura between her hands. It wasn't much in the long run, but it was definitely progress for a beginner to manifest a little of their power.

"All you have to do is listen to what Charmcaster has to say. It's not so bad." Gwen let go of the aura, losing concentration on it.

Ben rolled her eyes. "Teacher's pet."

"Well this teacher's pet is actually learning magic while you sit on your butt." The redhead blew a raspberry at her cousin. "But I guess it might be a bit too difficult for a dweeb like you to figure out, so I understand. I'll just go ahead and learn to do a bunch of crazy and amazing spells."

Ben glared back, getting to her feet. "Hey, I can so figure it out. It's just boring to sit and listen."

"Oh yeah?" Gwen asked, proceeding to egg him on a little more. "Prove it."

"I will!" The silver-haired teen shouted as she placed her hands together and concentrated on forming some magic. She didn't have to wait long, and she did manage to bring forth some magic. Only, the problem was, she tried forcing too much, and the magic between her hands exploded into a very bright orb, which extinguished just as quickly as it occurred. "Aww"

"You were putting too much into it." Charmcaster placed his hands on his hips. "It was a good try, and actually some progress, but you need to try and not force it as much. Just let it flow into your hands and envision it."

"Right, right…" Ben muttered as she attempted again. She definitely didn't want her cousin showing her up so easily and making her look like a fool. Giving a sigh, she placed her hands together and tried again. She envisioned the magic going into her hands and relaxed. Soon enough, a small glow was visible between her hands.

"Ha! I got it! In your face, Gwen!" The magic fizzled out once her concentration wavered. "Aww man."

"Part of your plan, Gwenny?" Charmcaster whispered, leaning towards the redhead.

Gwen whispered a response. "You just need to know how my cousin ticks. Ben can do a lot of interesting things when he sets his mind to it. He just doesn't try to apply himself to a lot of things besides what immediately interests him."

"Uuuugh, sitting here for so long has me all tired out. I need to do something exciting!" Ben shouted as she turned to the Omnitrix. She actually hadn't touched it yet since it changed appearance. "Wonder what's changed." She proceeded to activate it, and to her surprise, the device displayed a holographic green image of her aliens. "Oh wow, awesome! It's like some kind of upgrade or something."

Turning the dial, she decided to go with XLR8, and pushed the dial down. In one quick flash and a transformation, she was once again XLR8. Only something was a little bit off. "You've gotta be kidding me."

Gwen pointed out the obvious. "Looks like your aliens have changed appearance as well."

True enough, XLR8 was female now as well, but the bigger difference was the color of the outfit the alien wore. Instead of black and white, the coloring was now a dark purple with lighter purple secondary colors. Her eyes were still green. **(1)**

"I guess it makes sense. The device is using my body's clothing as a basis instead of yours." Charmcaster had to admit that he definitely liked the outcome. "You look good." He felt a bit jealous.

"Well I guess it should have been obvious. Whatever. I need to go have a little fun." She was off in less than a split second to do her own brand of cooling off.

This left both Gwen and Charmcaster alone, a rather awkward silence shared between the two. "So…" Gwen began, still finding it awkward that she was talking to her cousin, but he wasn't her cousin at the same time. "When did you start studying magic?"

"From the moment I could walk." The boy answered quickly. "I've studied magic my whole life. It is, or was, my life. No matter what, I intend to get it back. I need to get it back."

"Why's that?"

"As if I'd tell those I consider my enemies my life story, princess." Charmcaster huffed, turning his head. "Don't assume that just because we need to spend an indefinite amount of time together, it means that we're friends in any way. We're just acquaintances with similar end goals."

Gwen glared at the one currently residing in her cousin's body and crossed her arms. "Well it's not like I wanted to be friends with a criminal like you anyway."

"That's fine with me."

"Good!"

"I know."

Max, meanwhile, could only scratch the back of his head as he watched the two argue. This was going to get confusing, and he was certain that this vacation was about to feel a lot longer than it should because of this. "Oh boy…"

"Well whatever." Charmcaster casually placed his arms behind his head, stretching. "Though you're both nothing more than novices, maybe we can at least try to do a Transfera Identica." It was against his better judgement, but he was feeling incredibly impatient. Either it was the body, or he just really missed his magic and hated being weak.

"Really?" Gwen was surprised by this, but if it meant getting rid of Charmcaster, then she was all for it. "You said we needed a potion, right?"

Charmcaster nodded. "Though we need to wait for your cousin to get back, since she's in possession of my spell book. Where did she even get off to-"

"Did I hear you asking about me?" XLR8 asked, standing directly behind the boy, causing him to let off a rathe girly squeal. "Dude, don't do that. It's embarrassing and makes me look uncool." The Omnitrix flashed red for a moment before timing out, returning her back to normal.

"As if you looked cool to begin with." The former witch mumbled, causing Gwen to let off a small giggle. "Anyway, you have my spell book in your sleeve."

"Wait, I do?" Ben reached her hand into the sleeve, pulling out a few golem eggs. Trying again, she found herself with some other magical doodads. On the final try, she pulled out a small spell book. "How did all that fit in there without me knowing?"

"Magical storage spaces. Maybe if you're lucky, I'll tell you more about them later." He snatched the book away before heading into the RV. A moment later, he returned with a pad and pencil and started jotting a list down. "This is what we'll need for the spell."

Feeling curious, Max moved over and took a look at the list. "A lot of the stuff on this list appears rather exotic." They could see his eyes shine. "I bet it'd all make a really tasty dish."

Charmcaster's expression turned blank. "You what?"

"Grandpa has really odd tastes." Gwen supplied.

"You really don't want to know." Ben added. "But if we're stuck like this long enough, you will."

"Right… well, we should probably get out there and obtain the ingredients for the potion."

* * *

"A bunch of this stuff is kinda expensive, don't you think?" Ben asked, tasked with carrying the bag full of ingredients as Charmcaster led the group through the shops alongside the pier.

"It's the price you have to pay sometimes for advanced potions." The former witch inhabiting her old body answered with a shrug. "We just have one final thing to get, and since we're near the ocean, it shouldn't be too hard."

Ben turned her head to Gwen, who had the list in her hands. "What's the final ingredient?"

"Sea urchin eggs."

"Ew, that sound gross." Ben replied, making a face.

"Actually, it's quite the delicacy." Max looked to be lost in thought. "It's also called uni, and has an amazing flavor. Very popular ingredient in sushi, too. Though it's constantly in high demand, and can be a bit on the expensive side depending on various factors."

"Still gross."

Arriving at one of the many stalls, Charmcaster poked and prodded at the wares. There was definitely a variety of different sea creatures, but he didn't see any sea urchin in sight. "Excuse me, but you wouldn't happen to have any sea urchin eggs, would you?"

The vendor raised an eyebrow. "Sea urchin eggs?" He scoffed. "What do I look like? A seafood gourmet? Whatcha see is what I got, kiddo."

The 10-year-old glared, but without any magic, he couldn't do anything in response. "Well thanks anyway." He answered tersely before turning around. He hated not having magic. If he did, he would have taught that upstart a lesson. "We're not going to find anything useful here. Let's go somewhere else with."

"Kids these days." The vendor muttered.

It took some more searching, but the group finally happened upon a shop that carried the final ingredient that they were searching for. It was a small fishing shop positioned much closer to the water. However, they ran into another small problem.

"$25 just for some sea urchin eggs?!" Charmcaster asked incredulously. He knew that it could potentially be expensive, but the last batch he obtained? Well, okay, he actually stole them with magic. Though now that wouldn't be possible. "That's too high!" It also didn't help that the shop's selection was rather… paltry.

One of the men running the shop shrugged. "Hey, what can I say, kid? This isn't exactly the best year for sea urchin farming. Water conditions are kinda causing a problem with stock, and there's also the costs of getting it here. I think it's rather fair."

"But I need the uni!"

"Then pay up." The other man said, yawning. "Supply and demand at work."

Charmcaster glared, but turned around and made his way over to the Tennysons who were waiting outside. He turned his attention to Ben. "How about you do something? Transform into an alien and just swipe what we need?"

"No way am I going to become a criminal for a bunch of fish eggs."

"Sea urchins aren't fish, Ben." Gwen supplied. "But I agree. No stealing them."

"Whatever. They live in the ocean." The teen grumbled. "Still doesn't change the fact that I ain't using my aliens to steal."

Max nodded. "Exactly. It'd be irresponsible to do so, and if you are going to be stuck traveling with us, Be- Charmcaster, you'll have to understand this."

The young boy's face turned into a look of disgust. "Gross. Look at you three and how worried you are about the law and what's right. If I had my magic-" He stopped himself. "Fine, whatever. Look, we still need the sea urchin."

"Don't worry, I got this handled." Max made his way into the shop. The group watched as the older man talked to the two men, who seemed to laugh along joyfully at whatever he was saying. Eventually, he returned with a small container of uni. "Got it, and only for $15 too."

"What?" Charmcaster asked in surprise. "How'd you manage to do that?"

"When you've been around as long as I have, and dealt with as much as I have, you learn a thing or two about haggling and shooting the breeze. Now, let's get going."

Ben laughed at this. "Alright grandpa! You rock!"

Charmcaster just stared in surprise, jaw slack as the group walked off. Realizing they were leaving, he ran after them. "Hey, wait up!"

* * *

"Okay, that should do it." Charmcaster finished stirring the contents of the large pot and stood back. The smell of all of the ingredients mixed together wafted about, causing both Ben and Gwen to scrunch up their noses at the horrible odor.

"Ew, gross! Magic potions are so not something I want to get used to being around if they're going to smell like this." Ben held onto her nose.

"It smells worse than your socks." Gwen shivered at the mention.

Hearing this, Charmcaster turned his attention towards the redhead. "... this body has horribly smelly feet?"

"Like you wouldn't imagine! I don't even think Ben washes his socks."

"Hey, they're only going to get dirty again, so what's the point?"

Charmcaster stared at Ben for the longest time, looking as if he was going to get ill. "Okay, Tennyson? If this doesn't work out, we are so going to make sure that you learn how to properly take care of my body. Come hell or high water, I will make sure that your disgusting habits do not defile my precious body." He glanced down at his feet. "And these socks are so going to go into a washing machine."

Ben opened and closed her mouth at that, while Gwen gave off a small snigger. "Yeah? Well… don't you do any weird or dumb stuff to my body!"

"Noted." The former which turned back towards the pot. "We only have one shot at this, so we need to get this right. If we don't? Well… at least we gave it a try." Though it's possible they could have a second chance since there were still some ingredients. His attention focused on both cousins. "So… one of you gets to try this. Honestly? After what I saw earlier in regards to your current levels of control, I'd likely have to go with Gwen on this one."

Gwen let off a nervous gulp. It was up to her to get this right. Up to her to help get her cousin back to normal. Only one chance at it, and it was only today that she had started practicing magic. Not to mention the spell was an advanced one as well. No pressure, right?

"Eh, I guess that's fair." Ben stretched a little, glad that the pressure was off her for this. She was certain Gwen could do it. "I wanna be able to be able to go to the bathroom normally again." A tinge of red surfaced upon her features as she remembered the embarrassment earlier of having to deal with her new plumbing.

"Whenever you're ready." Charmcaster held the spell book out to Gwen with the page open to the instructions for casting the incantation.

Clearing her throat and nodding, the redhead held up her hands and began to concentrate. From within the pot, the magic rose up and over to her. It was clearly unsteady and lacking in proper control. "O- Okay. Transfera Identica, Transfera Identica, Tran…" The circle of magic wavered and dimmed, signalling that Gwen was losing control in trying to maintain it.

"Focus!" Charmcaster shouted with some annoyance. "Keep your mind on the spell!"

Ben crossed her arms. "Hey, she's trying. You're the one who decided we should try and risk doing it now."

"I know that." He couldn't help it. He just felt impatient. "But maybe it was a mistake."

Gwen frowned at the conversation, and the statement of it being a mistake. She was trying her best here to fix the mess that Charmcaster had caused. If it wasn't for the witch, this nonsense wouldn't have happened. The least he could do right now was be grateful that she was possibly his only real chance at the moment to get back to normal.

Though another thought came to her. What if Charmcaster got her body back right now? There was no guarantee that she wouldn't attack them, or do something horrible. Not only that, but she would have the Omnitrix as well, and could easily run off with it.

Various emotions and thoughts played through Gwen's mind as she considered all of these options, and her focus dimmed some more. Noticing that she was losing control on the spell, she quickly attempted to force more power into it. However, in the process, the magic twisted and squirmed.

"What are you doing?!" Charmcaster cursed under his breath. It appears that he had expected too much at this stage. He figured as much, though it didn't make him feel any better. Though right now, his worry was that Gwen was turning the magic into something different in her attempts to keep it going. "Stop feeding it!"

It was too late, and the magic exploded, causing the pot to knock over and spill the contents over the remaining ingredients that they did have. Some of the magic shot over to Ben and enveloped her.

"Ben!" Gwen shouted in panic.

As she was assaulted by the magic, the Omnitrix beeped to life and started to spark up. After a moment, it activated, and Ben found herself caught in a transformation flash that blasted the magical energy away.

"Ben!" Her cousin shouted again as she ran over to her. Charmcaster and Max were not far behind. "Are you okay?!" She couldn't help but blink at her cousin's appearance.

"Uuuuugh… that was a rush. What happened?" The teen asked as she rubbed her head. She had transformed thanks to the Omnitrix, though what she ended up as was definitely new.

Her body was rather slim with smooth, green skin. She was humanoid, but only had three fingers on each hand, and two toes on each foot. The sclera of her eyes was yellow while her eyes were still pink. The top of her head was bald.

"...congratulations, Gwen. I think you just turned your cousin into a frog alien." Charmcaster deadpanned. Well, it was more like the Omnitrix transformed her, but clearly responded to the magic. "You'd fit right at home with classical witches turning people into frogs."

Gwen let loose a relieved sigh. Thankfully the Omnitrix activated, or otherwise who knew what would have happened. Ben might have actually become just a frog!

"Oh cool. New alien." The teen simply stated, looking herself over. "Wonder what this one is capable of."

Max, meanwhile, crossed his arms as he affixed the trio with a rather stern look. "Okay, as of now, I'm putting my foot down. Until somebody gets more experience and control at using their magic, no more body swapping spells. I don't want any more potentially horrible accidents. You all got this?"

Both of his grandchildren nodded, looking to the side. "Yes grandpa."

"Yeah, yeah," Charmcaster muttered, looking rather resigned. "I figured this would probably be the end result anyway. I'm stuck like this with no power of my own for I don't know how long. All those years of work. All that effort. Now I can't do anything about that monster."  
"What's this about a monster?" Gwen asked, while Ben tested out her current powers by extending her rather long tongue. "Ew…"

"That's none of your business." The former witch snapped before turning and heading into the Rust Bucket. To Gwen, it almost seemed as if he was trying to fight back a torrent of emotions.

"Wonder what that was about…" She muttered, only to suddenly get a long tongue to the cheek. "Wh- Gross! Ben! When I get my hands on you!"

Her cousin could only laugh as she bounded around the area. Their grandfather, meanwhile, sighed, realizing things were definitely going to be confusing.

* * *

**(1) Look up in DeviantArt: A Charming Group by UsaRitsu.**

**This idea pop in my head to have Ben in Charmcaster body with the power of both magic and the Omnitrix.**


	2. Chapter 2

I don't own Ben 10.

**Chapter 2: Merry Christmas**

The group along with Charmcaster are traveling together. Ben wanted to try out her new frog alien but for some reason it not there so Charmcaster inform her that the reason it not there because the Omnitrix respond it to magic so it not there anymore, much to Ben disappointment.

The Rust Bucket is driving on the road in Death Vally, California and passed the sign that said "NEXT STOP 100 MILES" and heard Gwen voice. "We are in the middle of the middle of nowhere."

Ben, Gwen, and Charmcaster is sitting in the back of the Rust Bucket with the air conditioner on. However, it wasn't enough to cool them down.

"Ben, don't you know any spells that can help cool us down?" Gwen asked, hoping there a spell that can help cool down the heat.

"Afraid not, if I do I would of done it already." Ben answered with her coat unbutton revealing her purple turtleneck shirt.

"Man, how hot can it get?" Charmcaster asked, causing Gwen to looked at the weather thermometer on the wall next to her which said 108 degree.

"Grandpa, can't you crank up the A/C?" Ben asked, seeing if there any other way to cool down.

"I'm afraid it's at maximum right now." Max answered, wiping the sweat off of his forehead with the fan on moving left and right as he look at the rear view mirror. "We'll stop at the next gas station."

"We'll be grilled cheese by then!" Ben, Gwen, and Charmcaster all groaned outward.

"That it, time to go small to get cool." Ben said as she slammed the Omnitrix core down, initiating her transformation.

* * *

**Transformation scene**

The Omnitrix sank into Ben's wrist as her hand and feet grew grey-blue and slimy as they secreted mucus from her pores and only had four fingers and three toes. The green Omnitrix symbol grew on her back as the blue spread to the rest of her skin as her eyes turn green and grew huge and buggy, taking up the entire upper half of her face as the pupils turned sideway and rectangular and her mouth was filled shard teeth. Her hair and nose vanished as two thin tendrils appear on her head and each cheeks as purple stripe appear her between eyes as she shrunk to three inches tall. Her attire shifted to magenta jumpsuit with purple belt, ankles, wrists, and collar. She struck the pose as the transformation finished.

* * *

Grey Matter then hopped upward to the walls then off the walls to the ceiling before landing in the air conditioner and began her work with Gwen and Charmcaster watching.

"Okay," Grey Matter said. "Recalibrate the Freon evaporation cycle, expand the expansion values and realign these condenser cord."

"Are you sure you know what you're doing?" Gwen asked.

"One more second and it's ice-cube city." Grey Matter exclaimed...just before a plume of smoke burst out of the air conditioner.

Max pulled the R.V. over and the group immediately ran out onto the dusty ground in the coughing fit. Max finished coughing and smirk at Grey Matter, who is on top of Gwen head.

"Guess that didn't go as plan, huh?" Grey Matter asked, nervously.

Charmcaster saw something in front of them, "Hey, what's that over there?" He said, pointing at it.

They looked at where Charmcaster is pointing at and saw a cottage.

"What's that doing in the middle of the desert?" Grey Matter asked after seeing the cottage.

Gwen pulled her grandfather arm, "Grandpa, can we check it out? Please?"Gwen asked, shaking his arm at the end.

"Sure, don't sweat it." Max joked, causing Gwen, Grey Matter, and Charmcaster to glare at him at that awful joke while he laugh.

"Uh, sorry, just couldn't help myself." Max apologized.

The gang then walked to the cottage with Ben back to normal and had her coat buttons up as they looked up at the figurines by the doors.

"Giant toy soldiers?" Gwen asked. "In Death Valley?"

"That weird. Toy aren't suppose be in the desert." Charmcaster said.

"Hmm..." Max wondered, rubbing his chin. "Must be one of those holiday theme parks year. They probably packed up and left and forgot this thing.

After he said that, the four then felt a gush of cold air escape from the concave doors as Ben, Gwen, and Charmcaster all beamed up at that.

"Did you feel you feel that cold air?" Ben asked as they looked each other before headed towards the doors. Ben got there first and open the door as Gwen and Charmcaster went inside and Ben followed them from behind as Max followed them.

After Max went inside the door the closed itself from behind leaving the room pitch black before the light appear. Max gasped and head towards the light.

As soon as he walked into the light, he felt his shoes sink into...snow? He looked down for a bit and then looked up and immediately noticed that it was snowing and right before their eyes was a complete winter wonderland as they all gasped.

"How is this possible?" Charmcaster asked. "It's a complete desert wasteland outside and in here, it's a winter wonderland."

"What is all of this?" Max asked

Little did they know that a giant nutcracker was behind and it gazed down upon them.

* * *

In another area, a figure was looking through the nutcracker by the way of the crystal ball. He seem to be rather in Max as he looked down upon him.

"Could it be?" He asked. "Has he finally arrived?"

* * *

Gwen felt the snow fall into her hand and beamed up.

"Snow?" Gwen asked with Charmcaster looked in amazement before they felt something hit their heads as they looked Ben smirking while tossed the snowball in her hand in the air.

"Which means one thing." Ben said. "Snowball."

She then dodged the snowballs tossed by Gwen and Charmcaster. Ben grabbed another snowball from the ground as Gwen and Charmcaster run away and laughed as Ben go after and tossed the snowball.

"Snow angel!" Gwen said as they all stopped and made snow angel. Charmcaster never had this much fun in his whole life due to his uncle Hex prevent him from having fun with other children.

"Haha, now this is what I like to called chilling out." Ben said.

"I wonder where they keep the snow-making machine?" Max asked as he felt a snowball hit him too as his grandkids and Charmcaster giggled at that. "I am warning you...you're messing with an old pro."

Soon enough, everyone was having fun with the snowball fight from them.

* * *

That was when the gang started walking through the village as they took in the sights.

"Got to admit." Gwen said. "They're using some fancy special effects to keep us from seeing the village from outside."

"The whole town must be air-conditioned." Ben said.

Soon enough, they were stopped in their tracks as they saw a bunch of small creatures with pointy ears and green beady eyes wearing green and red festive clothing running across them.

"Are those..." Gwen began.

"Elves?" Charmcaster finished.

"Yeah, I think so." Ben said.

"Hehe, I wonder where they keep their reindeer around here?" Gwen asked as they stopped and Ben looked over.

"Uh...right here." she said as they looked over to see the elves loading up presents onto a sleigh held by a reindeer as they widened their eyes and another area where some elves are decorating a giant Christmas tree as they all they widened their eyes.

In another part, an elf rode a sled down a snow-covered hill and a door open by them and some giant toy soldiers walked out and formed a single-file line before blowing into their trumpets as the gang all looked in wonder.

"You know, being here makes me realize." Max said, putting his arms around his grandkids. "That the three of us have never spend a Christmas altogether. Or at least before Charmcaster's join in due to the body swapping spell.

"Huh, you're right." Ben said.

"Our families do get pretty busy that time of year. I mean, with the all holiday parties, having to shop till you drop, vacations you know." Gwen said.

"Yeah, well maybe that'll change one of these years so we can all spend a nice relaxing holiday together." Max said.

"Uh, yeah." Ben said with a smile. "Well, I'm going to go hit the bobsled rink."

"Ice-skating for me." Gwen said with a smile as she and Ben walked off, leaving Max and Charmcaster.

"*Chuckle* Well, so much for that ever happening." Max said as he looked at Charmcaster next to him who seem to be looking down. "What the matter, Charmcaster?"

"Well, it just that I never had this must fun after we arrived here or spend time on a holiday. All because my uncle never play or spend time with me on a holiday back then when I was just a little girl. Alway keep telling me to get back to study magic and telling me that fun and holiday is for the weak, turning me into a life of crime." Charmcaster said, clenching his fists hard.

"I see. So deep down back then before you swap body with Ben, you was just a lonely teenager who don't know how to have fun or spend time with the family on a holiday." Max said as he realized that Charmcaster doesn't have a good life before turning into a life of crime.

"Yeah." Charmcaster said, nodding his head.

"Well, then you might get that chance." Max said with a smile.

"What do you mean?" Charmcaster asked, completely confuse at what he meant.

"Well, you had fun with Ben and Gwen playing in the snow and you will spend time on the holiday with the Tennyson family." Max explained as Charmcaster began to think for a minute before smiling knowing what he said is true that he had fun with Ben and Gwen and he'll be able to spend time on a holiday.

"Yeah, you're right." Charmcaster said with a smile as he looked at Max. "Thank, Max."

"Just called me Grandpa or Grandpa Max while in public." Max said, happy to give him what he wanted the most deep inside. Charmcaster nodding at that words.

"Well, I'm going to check out the shops." Charmcaster said as he headed towards the shops as Max watched with a smile.

As promising, the kids were having fun in the winter wonderland, bobsledding, or checking out the shops with the smile as they all looked like they were having a good time.

* * *

Meanwhile, Max entered a shop that read Toys and Cocoa on a sign. He rubbed the cold air off of the window and looked at his grandkids having fun with a smile. He took a mug and got himself some hot chocolate from the brew by him.

Unfortunately, he didn't notice that one of the dolls looked towards him and saw Max examine one of the Santa Claus suit on display.

The man behind the crystal ball notice this too as he examine Max.

"The lap is not quite right and it appears he has decided to shave. But it looks like it will be a perfectly perfect fit."

* * *

Max then left the shop and heard a voices, "You must come with us."

Max looked around to find out where the voices was coming from. Then he looked down and saw four elves surrounding him and quickly figure out that the voices came from them.

"Oh, I'm-I'm sorry, I didn't see anybody around." Max said. "Who can I pay for the cocoa?"

The elves then walked Max away from the shop with the beaming smiles on their faces.

However, another elf, who was dressed differently than the other, looked on in sadness from the alleyway.

* * *

Max was eventually led into an area with a large chair in a front and a large stairway and he looked up to see another elf, who looked like he was the ringleader.

He had a white bread, grey eyes and wears a red and white hat, and green and red clothes. And of course, he had the pointy ears of an elf, but strangely he didn't have the beady eyes that the others had and he was taller than them.

"I'm Mr. Jingles." he said. "I want welcome you to Holiday Village. I'm so happy we finally have a chance to meet."

"Now nice place you have here." Max said, admiring the room.

"Thank you so much. I've been so worried that it wouldn't meet with your approval." Mr. Jiggle said.

"My approval?"

"Why of course, Mr. Claus. Is it okay if I call you Santa?"

Max then chuckled at that and said, "I think you have me confused with someone else. Say, you wouldn't know anyone around here who can fix an air-conditioning unit? We really need to get back on the road."

"Oh my gosh, oh heavens, no!" Mr. Jingles said. "You can't go anywhere, you belong here. I created Holiday Village just for you."

He then rang the bell on his shoes and two elves ran around Max with red cloths in their hands, wrapping around him. Once he was completely wrapped, a flash of light shined out and when it faded, Max was dressed up in a pretty accurate Santa Claus outfit, complete with red coat, shoes, gloves, long white beard, hat, you name it.

"There, that better." Mr. Jingles said as he pressed the button on his control mechanism.

The chair then went behind Max and pushed him into it as it went to the front of the door. He tried to pull out, but a magical force seemed to be restraining him.

* * *

Meanwhile, Ben, Gwen, and Charmcaster were eating a giant gingerbread man as Gwen took a bite and said, "We really need to find Grandpa."

"Why?" Ben said as she took a bite. "He used not being with us on Christmas."

"I bet he was having fun." Charmcaster said as he took a bite.

* * *

Contrary on their belief, Max was struggling in his as Mr. Jingles said was controlling him with a joystick.

"I'm so sorry about joystick controller." He said. "But I though you might had other chores to attend to and I need to make sure you fulfill your responsibility to me first. Now, may I present your workshop, Santa."

"I am not Santa!" Max said, protected.

The doors, which were revealed to be just opening to the workshop, opened up to reveal a balcony viewing the workshop, where the elves were working on toys just like the toys in the real North Pole.

"Attention, my elves." Mr. Jingles announced. "I have the most wonderful surprise."

He then used his joystick to control Max to wave to the elves down below, causing them to cheer outwards at who they believe was Santa Claus.

"As soon as my toys are perfect, you'll have gift galore to deliver. Until then just sit and relax." Mr. Jingles said.

Max struggled and protested against the controls, but the magic was just too strong for him to get out.

"Oh, and I almost forget. Thank you so much for bringing those loving children with you. I can always use more elves." Mr. Jingles said as Max glared at him.

* * *

Meanwhile, the kids were at the tree, shaking the presents at the base to see what was inside. Suddenly, they heard a stomping sound walking towards them and looked to see the nutcracker soldiers advancing on them.

"I don't think they want to sing Christmas carols." Ben said as she readied for battle.

Before she could do anything, the rebel elf from earlier threw ornaments at them, distracting them.

"It's Jingles' guards! You must skedaddle!" he said, throwing the ornaments at the nutcrackers.

"Ske...what-le?" Ben said, rubbing the back of her head in confusing as they saw guards' shadows loom over them.

"He must means run!" Gwen said as the three all ran away from the nutcracker, just before the lead one brought its sword down.

As they ran, the top of the nutcracker hat opened and out popped a miniature nutcracker with a cannon that fired candy canes after them but missed as the they ran and ducked behind a sleigh.

"No way. Ninja nutcracker? Well it time those wooden nutcracker became firewood." Ben said as she activated her Omnitrix. "Going Heatblast!"

She then slammed the core down and transformed into...XLR8.

"Aww man!" XLR8 shouted, slamming her head as nutcracker came to them from behind and push the sleigh away.

XLR8 grabbed Gwen and Charmcaster, slung them over her shoulder and ran away as she dodged all the nutcrackers in the street while also swinging around the candy canes as XLR8 caught one in her mouth.

"Mmm, peppermint!" she said.

She then dodged before she eventually make her way to the ice-skating rink, where she immediately lost her friction and started slipping on ice.

"Whoa! I've never accelerated on ice before!" XLR8 said.

"Really? Gee, you could've fooled me." Gwen said as they saw the nutcrackers make their way on the ice as well. XLR8 dodged and use her tail to trip a nutcracker as another one fell right on it as XRL8 crashed through the railing into the pile of snow and groaned out in pain by candy canes shot from behind before Gwen and Charmcaster dusted themselves off and saw the remaining nutcracker before them.

Gwen and Charmcaster dodged the candy canes and ran but was blocked by a nutcracker who brought its sword down on them which they dodged as Gwen saw another nutcracker came up to her and swing its sword horizontally which Gwen jump to dodged and kicked the nutcracker to ground as Gwen looked and saw the third came to her from behind as Gwen send a flying kick to the ground next to Charmcaster but got her foot stuck in it's hat as she and Charmcaster got surrounded by nutcrackers but XLR8 rescue them and take them to the top of the hill.

Gwen and Charmcaster saw nutcrackers as they took a couple step back. Gwen and Charmcaster looked at XLR8 and saw that she carried a big pile of snowballs as Gwen said, "Earth to XLR8, we don't have time for a snowball fight!"

"I was thinking more like a snowball spatterfest." XLR8 replied as she spin around fast sending all the snowballs at the nutcrackers down the hill as they turn into a giant snowball hitting nutcrackers in the way and down to the ice-skating rink.

As the Omnitrix time out, Ben is still spinning so fast as she drill into the snow covering her legs as she got dizzy.

"I never thought I say this to you but good thinking." Gwen said as Ben grabbed her head to stopped herself from getting more dizzy.

"That was really spiffing!" Rebel Elf said as he ran by them.

Ben got off the snow and asked, "Spiffy? Skedaddle? Dude, don't you know English?"

"Dude?" Rebel Elf asked, confused.

"Do you work here?" Gwen asked.

"Yes, and if you don't leave now, you will fall under the curse of the village and become one of us as well." Rebel Elf said.

"Me, an elf? Yeah right." Ben said, crossing her arm. As her ears suddenly grew out into point and her eyes grew beady and she grew rosy cheeks which got Gwen and Charmcaster by surprise.

"Uh, Ben? You might want check out your ears." Gwen said, pointing her own ears.

Ben touch her now pointed ears and started freaking out before turning back to Charmcaster and Gwen.

"Well it looks like I'm not the only one." Ben said.

Gwen and Charmcaster then felt their ears as well to see that the same thing had happened to them.

"Uh, I so can't go elf! Pointed ears will never be in fashion!" Gwen said.

"Seriously, we're about to become an elf and all you worry about is fashion? Geez, you really are such a princess." Charmcaster said, causing Gwen to growl at him.

"Now it not the time to argue. We need to get Grandpa and go." Ben said, breaking them up.

"That might not be possible, Mr. Jingles has him. He believe your grandpa is Santa Claus." Rebel Elf said.

They looked at each other in shock at what the rebel elf said.

* * *

Max was still struggling in the magic grip as Mr. Jingles jumped onto the arm of the seat.

"I know why you look so unhappy. You have nothing to laugh about." Mr. Jingles said as he pulled a feather out from his left sleeve. "Here. Let me change that."

He began rubbed Max's nose with the feather, tickling him.

"Stop, no! *chuckle* No, not that! No!" Max eventually devolved into a fit of laughter before he inadvertently said, "Ho, ho, ho!"

That involuntary remarked cause the elves below to cheer and few even teared up a little.

* * *

Back in the town, night suddenly from what was clear blue skies a few seconds ago.

"Whoa, what just happened?!" Ben asked.

"We're running out of time. If you don't leave soon, you'll be stuck here forever." Rebel Elf said.

"Not without Grandpa." Gwen said.

That was when the four felt a chill in the air behind them as they saw a top hat blow from who knows where. From where the hat landed, a few huge snowmen formed from the snow beneath them.

"Skedaddle!" Everyone but Rebel Elf said as they ran off avoiding the snowballs. They headed towards the same building that Max had entered earlier. Gwen grabbed the Christmas wreath hanging on the door and throw at lead one which landed on it neck as Ben and Charmcaster give Gwen a looks that said 'Really?' causing Gwen shrugging her shoulder. Ben unzipped her bag and grabbed three Exploding Eggs and throw its at the snowmen blowing them to pieces.

The rebel elf opened the door and said, "Quick! In here!"

They then ran inside the building and noticed the several pictures on the walls of past events of Holiday Village. They stopped by a picture of Mr. Jingles.

"Who's that?" Ben asked.

"Mr. Jingles." Rebel Elf answered.

Gwen then walked up to another of Mr. Jingles with a young kid, she immediately came to obvious conclusion.

"And that you. When was that taken?" Gwen asked.

"Why, just a few days ago." Rebel Elf answered as Gwen looked back at the picture.

"In what year?" Gwen asked.

"1932, of course." Rebel Elf answered, shocking them before they heard a pounding at the door by them and they looked to see some big snowballs burst through.

"I thought I blown them to pieces!" Ben said.

"Well, it look like they regenerate!" Gwen said as the rebel elf pulled down one of the lamp fixtures and an opening appeared in the floor.

"Follow me!" he said as he jumped down the opening.

Then, one by one, they all jumped the opening and fell down a huge tunnel that was filled with gifts before they all landed safely in a huge pile of presents on the ground below.

They all looked around to see the workings of the workshop as well as reindeer being led to the gates.

"How do we get our Grandpa back?" Gwen asked.

"First, you'd have to destroy the Jingleator, Mr. Jingles machine." Rebel Elf said. "It's what make everything here magical. But the entrance to it workshop is guarded. You won't be able to get in."

"Oh yeah?" Gwen asked as she and Charmcaster looked Ben who looked back at them

* * *

Later, Gwen and Charmcaster had changed into similar attire to the rest of the elves in the area, they rode on Ben, who transformed into Wildmutt, who had put on an antlers as a (rather pathetic) disguise.

"Remember, you're a reindeer." Gwen said.

Once they had reached the gate, the nutcracker standing guard put his sword in front of them to block.

"Uh, she from Europe!" Gwen remarked.

The soldier raised its eyebrow and lifted up his sword to let them through.

They walked through to see a train in front of them.

"The factory is several levels below." Rebel Elf explained.

As Wildmutt walked towards the train, she were stopped by one of the reindeer, who snorted at her with its red nose glowing.

They gasped and looked behind them to see the guards running towards them.

Wildmutt roared and ran away and got on the train full of gifts as it left the station, but not before one of the guards hitched a ride on the back.

"Uh oh." Charmcaster said as they ducked before it fired its candy cane at them. The group sans Wildmutt tossed the few gifts at the guard, causing him to fall off the back of the train onto the train track.

Soon after, a mine cart came up on the left side carrying two more soldiers. Wildmutt, with Gwen, Charmcaster, and the elf on her back, jumped forwards to dodge the attack from the first nutcracker. The second nutcracker jumped onto the train blocking the way and about to attack but Wildmutt jumped again to the back of the train dodging the attack from behind from the first nutcracker which accidentally cut down the second nutcracker. Wildmutt and the group looked back and saw the nutcracker jumped towards them but got attack by Wildmutt and fall into the abyss below.

Unfortunately, the caboose of the train was revealed to be a jack-in-the-box that immediately popped open, sending the team falling down towards the bottom of the workshop, where they landed safely in a mountain of presents before the Omnitrix timed out, Ben came out and spit out the toy that was in her mouth after the fall.

"Well, well," Mr. Jingles said as he walked by them as two giant polar bear doll guards walked to his sides. "It appears our new elves couldn't wait to get started. And Elsgood, you know how I frown upon my elves thinking for themselves."

Elsgood frowned at that.

Mr. Jingles pulled a microphone out of his sleeve and turned it on. "You all know our motto in Holiday Village."

"A happy elf is a busy elf!" the elves all chorused.

The team then all got out of the pile of gifts before Ben looked upwards to see Max in his chair dressed as Santa Claus.

"Grandpa!" Ben exclaimed.

Gwen and Charmcaster then looked to see Mr. Jingles using his joystick control on him.

"He must be controlling him," Gwen realized, looked back to see her grandpa is at waving them by force of Mr. Jingles joystick control.

Ben angrily look back at Mr. Jingles and demanded, "I want my grandpa back!"

"I wish I could oblige." Mr. Jingles said. "But it wouldn't be polite to return a gift as special as Mr. Claus. Now, put them on the assembly line."

The polar bear dogs walked forward towards the team as Ben moved back with Gwen, Charmcaster, and Elsgood hiding behind her legs as the polar bear dolls grab them.

* * *

When the clock struck 11:30, the factory was still working and the team was still putting the toys together before a doll rolled by Ben on the assembly line and she twisted its head.

"_I'm Spit-Up Sally. Watch me spit up. Spit up. Spit up_."

The doll's head spun around, it's mouth opened and it vomited green gunk on Ben, causing Charmcaster and Gwen, who were standing next to him to recoil in disgust as Mr. Jingles walked by and took the doll from Ben.

"How will Santa ever be able to deliver this if it's not perfect!? My toys must be perfect! Everything must be perfect on Christmas!" Mr. Jingles said as he shove the doll back to Ben and walked away with polar bear doll guards following him. "Perfect, perfect, perfect!"

Elsgood then came out from under the assembly line and gestured them to the giant machine in the center of the room. "That's the Jingleator. Time is running out!"

They then saw the giant polar bear dolls walking by them before they got back to the toys while Elsgood under the assembly line for a few seconds as they walked away.

"What we need is a distraction," Ben said as she then looked towards the reindeer behind them and then grinned in mischief before her hands started to glow.

The Spit-Up Sally doll was tossed by the reindeer. One of them sniffed to investigate it and it spat up in its face, startling it and sending the rest of the reindeer into a frenzy.

As the guards went by to settle them down, Ben activated their Omnitrix with a smile.

"All I want for Christmas are four big arms!" Ben shouted before she slammed down the cores, transforming into... Grey Matter.

"Aw man! Well, I guess you don't get what you want." Grey Matter said before running towards the Jingleator.

On the balcony above, Mr. Jingles looked through the telescope next to max to see the ruckus the reindeer were causing, before looking to see the elves had stopped working and saw the present got knocked itself off the assembly line. His eyes widen in shocked until he zoomed in to see Grey Matter running towards the Jingleator.

"*Gasp* Stop her!" he shouted.

The polar bear dolls then stopped with the reindeer and ran towards Ben.

Ben jump over the bag and continue running towards the Jingleator while being chase by the guards. Gwen and Charmcaster ran towards the guards seeing that Ben being chase as Gwen saw the bag next to her on belt as she grabbed it and throw it right in front of the guards as it release a lot of small balls which the guards step on and begin to lose balance.

"Ben, look out!" Gwen yelled in concern as the dolls to crash into the conveyor belt behind her and she jumped forward dodged the hand of polar bear doll and continuing to head towards the Jingleator as the toy plane appear and flew to stop her, Ben jumped into Jingleator to dodge the toy plane which got crashed, sending her sprawling downwards on the belt like a slide.

She then crashed into a present that was sliding down the belt and saw the present next to her got kicked by the boot on a hook and she shrink her pupils in fear as she is next and got kicked away caused her to crash land on a platform.

Grey Matter rubbed her bottom when she stood up and looked to see a bunch of floating presents leading to what appeared to be a golden star. Grey Matter hopped on the moving presents as she charged towards the star like a game of Frogger. She then gasped as some presents crashed onto the platforms she was on before they quickly moved between to present walls closing on on one another before they somehow made it through in time and landed at the foot of the giant star.

Grey Matter then looked to the green orbs surrounding the star.

"The amplification of currents suggests a vision of unstable and undeterminable isotopes. Shutting down power source now!" Grey Matter said as she pressed her finger to the orb and the Jingleator started rumbling and flashing out light as Grey Matter gasped and braced herself as she were bathed in the light.

* * *

Outside; Gwen, Charmcaster, and Elsgood were surrounded by the toys and gasped as they closed in on them.

Suddenly, the polar bear doll's eyes blacked out and they fell over, their power source depleted, followed by the rest of the toys surrounding them.

They gasped as the Jingleator gave off several multi-colored explosions and was completely obliterated outwards as they all gasped as they looked in the pile of rubble.

Grey Matter came out, completely unharmed.

"Oh yeah!" Grey Matter cheered. "The bigger they are, the harder they fall!"

"No!" Mr. Jingles protested before going to his joystick again. "I need to assure the elves Santa's still okay. Wave to them!"

Max, completely free of the joystick's controls, stood up and smirked.

"Way to get it done, Ben."

"Uh oh, it's not working!" Mr. Jingles said before Max grabbed his collar.

"Come here!"

"If we destroyed the machine, then why are we still elves?" Gwen asked as the Omnitrix timed out sending Elsgood to the floor due to how big and heavy Ben is in her human form. "Why is there still a curse?"

"Because now nobody will ever be able to experience the joy of Christmas!" Mr. Jingles said as Max dropped him by them. "You will all make me new toys! More perfect toys! Without my perfect toys, what will Santa do?"

"Christmas isn't about giving the perfect toy," Max said. "It's about the spirit in which we give. Isn't that right kids?"

"Yeah. But I bet giving me a Sumo Slammer Extreme Slamdown would make you feel really good, huh, Santa?" Ben asked before Gwen jabbed her with the elbow. "Kidding! Just kidding!"

"What my cousin means is being together is what Christmas is all about. Mr. Jingles, look at these kids you've kept away from their families all these Christmases. They need to go home." Gwen said.

Mr. Jingles looked down in sadness knowing what she said is true. He had kept these kids away from their families for so long because he let his love for Christmas get the better of him and because of that they need to go home to their families.

"Well," Mr. Jingles began. "Even if I wanted to give away these toys, my reindeer can't fly anymore since the Jingleator is destroyed."

"Who needs Rudolph the Red-Nosed Reindeer when you have Stink the Gassy Alien." Ben said with the smile.

Mr. Jingles and Gwen looked at each other with their eyes wide as they didn't like the sound of that.

"I've got a bad feeling about this." Charmcaster said with a sigh.

* * *

Later, Stinkfly were hooked up with reins to the sleigh, which had Max and Gwen inside. (Charmcaster elected to stay behind as the sleigh could only hold Santa and one elf)

Mr. Jingles instructed Gwen on how to use the sleigh. "You adjust this dial and go wherever you want on Earth."

"So that's how he delivers it all in one night!" Gwen realized.

"Come on! Come on! We've got to go!" Stinkfly said to them with a smile before they turned to him as she flew off into the night sky, sleigh in tow.

Naturally, they flew all around the world, delivering gifts to and fro wherever they went with a smile.

"Christmas in summer? Cool!" a kid exclaimed, tearing open her gift.

Once they arrived back in Holiday Village to a waiting Charmcaster, the clock struck 12 and Ben transformed back.

"Midnight." Gwen said.

"I wonder if the curse is lifted?" Charmcaster asked.

After he said that, the night sky turned back to blue, the once deserted streets were now full of smiling happy families and the streets looked more old and worn down and the whole thing looked more like a tourist attraction than a city.

They looked to see Max back in his old clothes along with everyone else trasnformed back to humans.

"Grandpa, you're back to being Grandpa!" Gwen said.

"And we're back to being normal." Ben said as she run toward to a now statutory nutcracker, which she knocked on with no response as she follow Max, Gwen, Charmcaster.

Ben then looked over to see...

"Snow machines. Guess Holiday Village is normal too." Ben said.

"Holiday Village is far from normal, young lady." said a familiar voice.

They all looked over to see an old man who bore a striking resemblance to Mr. Jingles walk by with three kids. "It happens to be quite special. Did you know I've been coming here every year since 1932?"

"Grandpa Elsgood, can we go to the cocoa fountain?" the boy holding his hand asked as they all raised their eyebrows.

"Heh, skedaddle. I'll be right there, kids." he said.

"Yay!" the kids all cheered as they ran off, leaving behind a stunned teenager and two kids by him.

"Elsgood?" Charmcaster asked.

"Skedaddle?" Gwen asked.

The old man then shot them a wink before walking off.

"So... if we broke the curse, that means that Elsgood was never trapped here in the first place." Ben realized.

"But what about Mr. Jingles?" Gwen asked.

"This might be your answer," Max said as he looked over to a plaque. "'Holiday Village, founded by Thomas Jingles, 1928. It's not what we give, it's the spirit in which it is given.'"

"Now why does that sound familiar?" Gwen asked with a smile as they look at the statue of human Mr. Jingles and Elsgood.

* * *

Back on the road, Ben and the kids were still sweltering from the heat outside as Gwen looked over to Charmcaster with a smile. "So, how was your first Christmas?"

Ben and Gwen has been told by their grandpa about the conversation between him and Charmcaster after Ben and Gwen ran off to have fun. Needless to say, they're not very happy of what Charmcaster go through.

"More fun than I expected. Can't wait to celebrate it with you for real in 5 months," Charmcaster smiled as Ben jabbed him and they laughed.

"Grandpa, about us never celebrating Christmas together?" Ben asked.

"Yes, Ben?" Max asked.

"It's cool we're doing it now." Ben said with a smile.

"Ben's right." Gwen said as she fanned herself. "But 'cool' might be the wrong word."

The Rust Bucket's occupants all laughed at that.

"Oh what fun it is to ride in an unairconditioned sleigh."


	3. Chapter 3

I don't own Ben 10

**Chapter 3: Hopewolf**

The team was making their next stop at a small village in New Mexico, where they were taking in the local history. In order to avoid attention, Charmcaster told the other that he trust them enough for Ben to use his real name while in public.

They also agreed to add the Tennyson name to it and tell a lie that she is adopted and is 'Ben' older sister, Hope Tennyson.

Max was standing by a stand with a native of the village was next to him as he told him about the dreamcatcher on display. A Native American man who wore a green vest, a tannish yellow polo shirt and a pair of blue jeans. He appeared to be in his late fifties or early sixties and had long, grey hair tied in low ponytail. His name was Wes Green.

"Navajo legend says the web of the dreamcatcher protects the dreamer by holding the nightmares in the center, while good dreams travel down the feathers to bless the person's sleep." Max and Wes walked down the market.

Charmcaster was yawning, as he didn't get a lot of sleep last night as Ben and Gwen stood by him.

"Speaking of sleeping." Ben said as she pushed Charmcaster down the dirt road.

"I know Mr. Green is Grandpa Max's old buddy, but could this trip get any more-" Charmcaster's grumbling was suddenly cut short when his eyes fell on someone. She was a Navajo girl around his age with copper skin; long black hair tied into a ponytail, and was wearing a blue and red dress. She was performing some sort of ritual dance in the street while a few men kept the beat by playing a drum.

Charmcaster blinked a couple times as a dopey smile appeared on his face. "-cooler." He said, finishing his previous statement.

Charmcaster ran up to Max and Wes. "That's my granddaughter, Kai." Wes said proudly.

"Well, Wes, the last time I saw her she was barely walking." Max smiled, placing an arm around his friend's shoulder. "Now look at her."

Kai continued dancing to the beat of the drum nearby.

"She is performing the ceremonial Navajo dance." Wes explained.

"You know, I was hoping to see one of those before the summer ended." Charmcaster said, although it was clear he was lying. Gwen and Ben walked up and stood beside him.

Gwen turned to Charmcaster incredulously with her hands on her hips. "Since when have you been interested in Native American spiritual dance?"

"Only like forever, Princess. It rocks." The dance finished and the audience that Kai had applauded her. Kai then walked towards the group. Charmcaster was fixing his hair to make himself look more presentable. Gwen and Ben meanwhile just rolled their eyes.

Normally, Ben would by affected by Kai beauty but since she is in a teenage girl body, Kai beauty have no affect on her.

Suddenly, Gwen and Ben looked up to the sky to see storm clouds rolling into what was once clear beautiful skies illuminated by the sunset.

"Are you sure you're not doing a rain dance?" Gwen asked Kai.

"Positive, why?" Kai asked.

Suddenly, storm clouds completely engulfed the sky and blanketed the village in darkness as it began to rain hard. Then, without warning, a purple lightning bolt struck in the middle of the street. Villagers and tourists screamed out and scrambled to safety.

"That's why!" Gwen shouted.

"Take cover in the Rust Bucket!" Max said as he and Wes rushed Kai and Gwen into the Rust Bucket and a still-smitten Charmcaster stood by as Ben glared at him and snapped her fingers in front of his face.

"Hello! Wake up, lover boy!" she shouted to him before she slapped him on the head, snapping him out of it as she pushed him to the Rust Bucket. "Get a move on!"

That was when a cloud of dust kicked up from the lightning ten feet away from Ben and Charmcaster from behind, stopping Ben from pushing Charmcaster to Rust Bucket as they turned and looked at the cloud of dust. In the cloud of smoke, there was a wolf like figure that had purple glowing eyes and seemed to be humanoid, but stood on all fours. Wes looked upon the creature with a look of horror.

"Anyone want to ask that thing for an umbrella?" Ben asked, coating her hands in energy while Charmcaster hide behind her.

The creature stood up and seemed like it was about to attack them, but it turned around and ran when it saw Max and Wes join Ben and Charmcaster.

The was a crashing sound heard and a few seconds later, a wave of water was going down the rows of buildings

"Flash flood!" Wes shouted. Gwen and Kai were climbing up the ladder of the Rust Bucket. Wes, Max, Ben, and Charmcaster managed to climb up on the tops of some of the buildings as the floodwaters carried off whatever wasn't attached to the ground.

Kai was trying to get up the ladder, but the flood waters were too strong. She was ripped off the ladder and carried off. "Help!" She screamed.

"Going Ripjaws!" Ben said as she slammed the core down... only for nothing to happen.

"I got it!" Charmcaster shouted. He ran along the roof toward Kai and jumped off the edge, but surprisingly landed on a floating barrel. He grabbed hold and balanced himself so he wouldn't fall off.

"Help!" cried a panicked Kai.

As the young Native American girl started being pulled under, the barrel Ben was riding reached her just in time.

"Grab my hand!" Charmcaster yelled, outstretching his left arm.

Kai immediately took it and pulled herself to the barrel, climbing onto it behind Ben. Once she was, they both collectively gasped when they spotted a wall ahead of them. If they collided with that wall at the speed they were going, then the duo would certainly be in trouble.

"Jump!" Charmcaster commanded.

Without hesitation, the two jumped up hand-in-hand and grabbed hold of the underside of a wooden rooftop for a shop with Ben on the roof. The barrel they were previously on smashed into the wall, breaking in half.

"Thank you," Kai thanked Charmcaster with a smile. "Can I-"

"Repay me?" Charmcaster cuts her off with a suave smile. "No need. I'm one of those, 'leaps first, looks second' kind of guy." Charmcaster proudly proclaimed.

"That's nice, but what I meant was," Kai gestured with her chin down to their joined hands. "Can I have my hand back now?"

Charmcaster noticed that he was still holding onto Kai's hand. Charmcaster blushed as he let go of Kai's hand. Ben rolled her eyes as she helped the two of them up.

The camera transitioned to the nearby satellite where the werewolf figure grabbed the satellite dish and stole it in a flash of lightning.

* * *

Later in a museum...

Ben, Gwen, Charmcaster, Max, Kai and Wes was standing in front of an old tapestry hanging on the wall.

"I never thought I'd see one." Wes said.

"One what?" Ben asked.

"A Yenaldooshi. A Navajo werewolf, but I thought they only existed in folklore." Wes exposited as the group looked at a tapestry that showed a creature similar to the one that attacked. "Their presence is a sign of pure evil." Wes unslung his rifle from his back and loaded a cartridge into the chamber. "I must find it. I'll tranquilize it and bag it."

"I'll go with you." Max said.

"Count me in." Charmcaster proclaimed confidently.

"Me too, Grandpa." Kai offer, excited.

"You know only Braves can be trackers, Kai." Wes stated.

"Who made up that rule?" Gwen asked while Ben narrowed her eyes as for some reason she feel insulted from what he said.

"It's been that way for centuries. Times change, but traditions don't." Wes declared. "You, Hope, and Kai will remain behind."

Kai closed her eyes and walked away in disappointment and frustration.

"But-" Gwen was about to protest until Max grabbed her by the shoulder.

"Their land, their rules, Gwen." Max stated.

Max walked off after Wes as Gwen lowered her head in disappointment.

Ben angrily gritted her fists and teeth tightly as she couldn't take it anymore.

"I'm going too!" Ben exclaimed, surprising everyone.

"Hope, listen-" Wes was about to get her to understand but Ben cut him off.

"No, you listen." Ben said, cutting him off. "What you said about that rule was nothing more than an insult to the female races. I believed that whoever the person was that made that rule was nothing more than a sexist punk who believe women can never strong as men and if you chose to follow that rule, then you share the same view as well. So I'm going with you to prove you that women can be strong as men and there's nothing you can do to stop me."

Gwen and Kai looked at Ben with wide eyes as they feel inspired at she said. Max sighed as he know what she said speak the truth and there is nothing they can do to stop her.

"Let her come." Max said as Wes looked at him surprisedly. "There's no stopping her once she made up her mind."

Wes sighed in disappointment as he know his old friend was right.

"Alright," Wes said as the two young girl look at him happily but quickly disappeared at what he said next. "But only you will come, Hope. And that it."

Ben nodded as she, Max, and Wes headed out. Charmcaster, however, saw that Kai seem depressed.

"Kai seems bummed. Maybe I could cheer her up?" Charmcaster said to Gwen in a confident tone.

"Since when do you care about what girls care…" Gwen's eyes widened slightly as it dawned on her why Charmcaster was acting this way. "...about."

"Unless you LIKE HER!" Gwen informed Charmcaster in a slightly accusatory tone.

"WHAT!?" Charmcaster's eyes widened in shock.

"That's it!" Gwen pointed at his nose. "Like you so like, like, like her."

"No Way!" He vehemently denied.

"'Ben's' got a crush! 'Ben's' got a crush!" Gwen started singing.

"SO NOT!" Charmcaster denied.

"So do!" Gwen replied.

"So don't," Charmcaster folded his arms over his chest and smiled, "but…if you're hanging around Kai or something, could you do me a favor?"

"What?" Gwen looked at him suspiciously.

"Sort of let it slip how cool I am. Yah know, like you're lucky to have me for a 'cousin'." Charmcaster boasted.

"So, basically, you want me to totally lie?" Gwen deadpanned.

"Well...when yah put it that way…sure!" Charmcaster responded as he ambled away with confidence in every step.

* * *

Ben, Max, Charmcaster and Wes wandered through the desert and Wes picked up and examined a few stray hairs from the Yenaldooshi.

"You know, this reminds me of the time we went after that yeti in the Himalayas that time." Max reminisced.

"You're a Plumber?" Ben asked.

"Was," Wes remarked before standing up. "It appears the prints lead this way."

He gestured to a canyon with rocky walls on both sides as far as the eye could see.

* * *

Back in the village, the girls were sitting on a rooftop as Jen gestured to her cousins and friend as they nodded with a smile.

"So..." Gwen said. "I guess my 'cousin' saved you."

"Yeah. He seems okay." Kai replied.

"By okay, do you mean on a dork meter, he'd only be a nine out of ten?" Gwen joked.

They then heard a howling nearby and looked out to see into the desert. Tonight was full moon.

* * *

Ben, Max, Charmcaster, and Wes looked down over the mesa to see the Yenaldooshi was ripping apart electronic equipment through a pile of scrap metal and sparks were still flying from the area.

Wes took aim at the beast, but when he pulled the trigger, the Yenaldooshi heard that and was able to dodge the dart. It ran at the four, Wes firing another dart, which it dodged as well. The Yenaldooshi jumped over them and landed on a large rock. In the moonlight, they saw its fur, which was black on its head and tail and dark grey on its arms, legs and torso It knocked the four off the mess, Charmcaster, Max, and Wes on one side, Ben was knocked off the other side.

"Time to go pure Stinkfly!" Ben shouted as she then slammed down the Omnitrix and transformed. But instead of Stinkfly, she got Wildvine. Wes gasped when he saw the plant alien in the teenage girl's place. "Aw man!"

She then shot out her arms and they stretched around the seniors and Charmcaster before she stretched her leg roots upwards and wrapped them around a rock above to stabilize herself and when she reached the bottom, she let Max, Wes and Charmcaster go before she slingshot herself back up onto the cliff.

Wes gave Max and Charmcaster a confused look.

"Yeah, I know." Max said after catching his breath. "We have some explaining to do."

Wildvine got back onto the cliff and looked around to find the Yenaldooshi only to find nothing.

* * *

Later...

The Yenaldooshi was climbing up a mesa. It ran when it reached the top, but seconds later, it was wrapped up by Wildvine's vines. Wildvine rose out of the ground.

"Tag. And you're it, Fang Face!" Wildvine taunted the wolflike creature that she had captured.

The Yenaldooshi then chomped down on Wildvine's arm, causing her to yelp in pain.

"So you want to fight dirty, huh?" Wildvine asked as she went back underground, bringing the Yenaldooshi with her. She traveled underground, hitting the werewolf against several large rocks. "Going up." Wildvine tossed the Yenaldooshi to the surface. Right after Wildvine emerged, the Omnitrix dial started beeping. "Not now!" In a flash of red light, Wildvine was reverted back into Ben. "Uh, that Fang Face nickname; I meant it in a nice way." Ben sheepishly spoke. The Yenaldooshi jumped at Ben and tried to claw her, but Ben got out of the way and ran. The werewolf gave chase. Ben turned around to see the Yenaldooshi claw at her. Ben raised her left arm to block the slash. One of the Yenaldooshi's three black claws hit the Omnitrix.

"Hope!" Max shouted as he, Wes, and Charmcaster had climbed up and caused the creature to retreat and leaped of the mesa.

Ben stand up and looked down at her Omnitrix, which had its faceplate spinning and it was glowing yellow. She shrugged and walked towards her grandfather, Wes, and Charmcaster.

* * *

Later...

Max, Kai, and Wes were speaking to a group of people.

"So, Kai say anything about me?" Charmcaster asked Gwen, who was sitting on top of a picnic table.

"Maybe." Gwen said. "Maybe not."

"Gwen!" Charmcaster whined.

"Just don't seem overly interested." she cautioned. "Girls can totally sniff out desperation out a mile away."

"Right." Charmcaster said.

They looked to see the tourists walking away.

"Where are all those people going?" Gwen asked.

"Off the reservation." Wes explained. "They fear the Yenaldooshi's return. And since the full moon is tonight, it's power will be greater than ever." Wes and the others walked back to the table where Gwen and Ben were sitting.

Well, after I went Wildvine on it, I'm sure it's long gone!" Ben said.

"My grandpa told me what you did." Kai said to Ben. "'Ben's' lucky to have an older sister like you."

"Yep, it's just one of her many talents." Charmcaster butted in. "She's pretty much this total super hero twenty four seven." Charmcaster and Kai walked off.

"So what things has she done?" Kai asked.

"You know the usual. Arrest criminals, take down aliens, save mankind."

"Scratch herself like a monkey? Oo oo oo ah ah ah!" Gwen joked.

Kai turned around to see Ben doing what Gwen described. "Are you okay?"

"I'm fine. Just can't stop itching!" Ben turned away from Gwen. "Gwen, could you scratch my back for a sec?"

"My fingers on your back?" Gwen asked in disgusted. "Echh! I'd rather pull out my nails one by one."

Ben was on the ground and had taken her shoes off. Her skin turned dark grey and she was scratching her face with her foot in a manner similar to how a dog or wolf does.

"Hope, your face looks..." Kai was struggling to find the right word.

"Beautiful? Yeah. I get that a lot." Ben said, it true since a lot of people called her that during their road trip even children.

"Actually, more like really hairy." Ben's ears became pointed. Her hair colors changed as grey color of her hair turn black while white turn grey.

"Hope, what's going on?" Gwen asked. Ben felt her face and noticed that she had rather angular sideburns. Ben's fingers had become claws.

"I don't know!" Ben panicked.

"So this isn't one of your superheroes?" Kai asked.

"No-ooooo!" Ben said, breaking into a howl towards the night sky.

Ben got on the picnic table and removed her shoes, only to find that her toes now had sharp claws.

"Were you bitten by the Yenaldooshi?" Wes asked as they examined Ben.

"When I was Wildvine, but it didn't even break the skin. Or should I say the roots." Ben joked.

"Hope, this is nothing to make light of." Wes said. "The Yenaldooshi can create others in its own image, and when it does, those followers will seek to destroy those closest to them."

"Lucky we don't like each other, right?" Gwen asked.

"So how does Hope unwolf?" Max asked Wes, ignoring Gwen question.

"The only way to reverse its spell is to stop the Yenaldooshi." Wes answered.

"With a silver bullet?" Ben asked.

"That's in the movies." Wes replied. "You must dip a silver pendant in the juice of the Arbol del Matrimonio cactus and place it against its heart. And we must do it before tonight's full moon or you could remain like that forever, Hope."

"Forever?" Ben gulped.

"The Navajo also believe the Yenaldooshi to be a god." Kai told Ben.

"I'll get the pendant." Wes said before walking off.

"Hey, is anybody else hungry?" Ben asked as they looked over to see a cow grazing in the grass.

* * *

Later, inside the Rust Bucket.

Ben had placed a dozen eggs in a bowl. She poured milk on them and after licking her lips, in an animalistic fashion, ate them. The got bits of egg and drops of Miko on everything that was in front of him, which included Gwen's computer and Kai.

"Heh heh." Ben held a napkin in her teeth. "Napkin?"

Gwen had found what she was searching the internet for. "The Arbol del Matrimonio cactus," Gwen found a picture of cactus.

Ben hopped out of the booth by the table and ran over to the fridge."Let's see what else I can wolf down." Ben peered up from over the door of the fridge. "Get it? Get it?" Ben's muscle mass suddenly grew exponentially and her faced pulled out into a small muzzle with wolf-like ears perched at the top of her head, her hair is no longer tied in low ponytail, and her eyes were reduced to two fully green glowing orbs. Gwen, Charmcaster, and Kai were giving her concerned stares as she looked at them with a roast chicken in her hand that she had taken a bite out of.

"You're looking more and more like a Yenaldooshi." Kai spoke up.

"Well, I still feel like just me." Ben said. She then turned and gave out a sniff with a more sensitive sense of smell and then gripped the roof of the Rust Bucket and she flipped her way onto the roof and gave out a smirk and a glare before shooting her gaze towards a jackrabbit loaming in the ground below.

The rabbit then gave out a frightened squeak and ran away as Ben pounced onto the ground and ran after it as it burrowed downwards into the ground with Ben digging down after it before she suddenly stopped in her tracks and looked backward to see that she had coated Kai with the dirt and sand and she looked pretty upset.

"Guess you can teach a new wolf dumb tricks." Gwen joked.

"Uh, sorry." Ben apologized to Kai.

"The NASA tracking station on the north ridge was just destroyed by some sort of werewolf." Wes said as he and Max walked up. "It almost ripped apart the guards there."

"What did it want?" Max asked.

"It took some satellite equipment." Wes said.

"And it ripped down that receiver you had here." Ben added. "What do you think it wants?"

"Obviously, it's angry that technology has invaded what it considers its sacred land." Wes said. "We need to find the Yenaldooshi, and find it fast."

"You won't be able to look for both the Yenaldooshi and the cactus." Kai said.

"Let Kai and me look for the cactus." Gwen said.

"Once we find it, we'll call." Kai said.

Wes nodded as he and Max went off.

"Be careful." Charmcaster and Kai said to each other.

"I think I'm gonna puke." Gwen said to herself.

* * *

Soon...

Wes, Charmcaster, and Max were kneeling as Wes came up with a strategy.

"The NASA station is west of here," Wes drew an X in the sand. "It's surrounded by lakes to the north, south and east." He drew three lines around the X. "Which means the Yenaldooshi should've come this way." Wes pointed to the section that represented west of the tracking station.

"Let me see if I can help." Ben offered. She was perched on a rock. Ben howled. It echoed for a bit before the unmistakable howl of the Yenaldooshi came in response. "He must be this way."

Ben jumped off of her perch and ran in the direction of the Yenaldooshi howl, followed by Wes, Max, and Charmcaster.

* * *

At an abandoned pueblo village...

Max was shining his flashlight on the mud made buildings. He found a footprint that was made by the Yenaldooshi.

"The footprints end here." Wes said as he looked at the print. After a few moments of silence, he spoke up. "I sense its presence."

"There!" Max pointed at an opening in the side of the mountain that had a shadowy figure that resembled the Yenaldooshi, although this one had green eyes. Charmcaster shined his flashlight on it to find that it was Ben. She looked almost exactly like the Yenaldooshi, but a female and her hair grew longer and she had gray color at the tip of her tail and she wore clothing that resembled her getup as a human.

"No! It's me, Hopewooooolf!" Ben howled.

"Your transformation is complete." Wes was worried when he saw Ben's current state. "We need that cactus." Wes was going to call Kai, but found that he had no reception. "No reception. We'll have to summon them another way." Wes readied the flare gun.

* * *

Meanwhile, the girls were wandering through the desert into the cacti field they were searching for.

"The Canyon de Chelly is a sacred place." Kai explained to them. "It's where our spirits go."

"Well maybe the spirits can help us find that cactus, because I'm about ready to give up," Gwen said before she sat down and yelped outwards into the air as she held her bottom and fell face-first into the ground with prickles and vines in her bottom.

"The Arbol del Matrimonio!" Kai exclaimed. "I guess the spirits work in strange ways."

"And painful ones." Gwen said.

Kai tried to call her grandpa, but found that there was no reception."No phone signal." she groaned as Gwen stand up holding cactus vine.

The girls then looked outwards and saw a flash of light in the sky and they saw the flare shoot up in the sky before it disappeared.

"Over there!" Gwen said. "They must be sending us a signal."

* * *

Back with the other...

"I hope they found the cactus." Max said after Wes fired the flare.

Behind them, some rocks fell down a cliff. They turn around and look up at the Yenaldooshi, which stood on top of a small mesa and had the moon shining behind him. He jumped down and landed twenty feet from the group.

"Who're you looking at, Ugly?" Hopewolf taunted at the Yenaldooshi.

"Hope, we need the cactus to destroy it." Wes mentioned.

The Yenaldooshi let out a growl, bent its knees, and leapt toward the teenage heroine. Impressively, Hopewolf grabbed the Navajo werewolf and tossed it over her head behind her.

"Yeah, but it doesn't need anything to take us out." Hopewolf countered.

The Yenaldooshi then inhaled and his muzzle split into four and he howled outwards, giving off a purple sonic wave. It hit the group and sent them back towards the wall of rock. Max, Wes, and Hopewolf hit the rock, but Hopewolf managed to catch Charmcaster and prevented any serious damage to her former body.

"Guess its bark is worse than its bite." Hopewolf quipped as she placed Charmcaster down and then lunged at the Yenaldooshi. The two of them got into a literal dog fight.

Hopewolf managed to strike the Yenaldooshi with an uppercut, but the Navajo monster grabbed onto Hopewolf's ankles and tossed him in the air and on the way down, slammed down on him with both of its fists. But when Hopewolf tried to recover, the Yenaldooshi began clawing at her face. The Yenaldooshi had Hopewolf pinned down at the edge of a cliff.

The purple-eyed wolf-man growled at Hopewolf as it prepared to strike, but Max was quick to step in.

"Back off, now!" Max yelled, hitting the back of the werewolf's head with a stick; which shattered upon impact.

The Yenaldooshi stood up and turned its sights on Max and Wes, who cautiously stepped back. It narrowed its eyes and snarled in ire as it ambled towards them.

Ben saw the monster approach Max. She decided it was time to activate the Omnitrix

"Going XLR-wolf." Hopewolf growled. But when she lifted her left hand, there was no watch on it. "Wait." She huffed and panted. "It's not on my wrist."

Hopewolf had her ears pinned back as she looked around for the Omnitrix. She then decided to just throw a rock at the monster that was going to disembowel her friends and family. The Yenaldooshi turned its attention from the humans back to the female version of itself. The two werewolves got in a fight where they rolled around, trying to rip each other's throats out.

The Yenaldooshi then charged after Hopewolf when Gwen and Kai popped up from the cliff face and went to the other before looked back to see Hopewolf and the Yenaldooshi were back on their feet, Hopewolf trying to keep her attacker from getting the upper hand. Hopewolf clawed at the Yenaldooshi muzzle and then tackled it.

Kai then went to Wes and handed the cactus to him. "Here."

Wes squeezed the plant, getting a single drop of its juice on a silver pendant that had a carving of a wolf on it, and determinedly ran toward the Yenaldooshi. Wes held the pendant in front of him, pointed at the werewolf. The Yenaldooshi's eyes widened and broke free temporarily to throw Hopewolf into the ground and hurl Max into Wes, causing him to drop the silver coin. Gwen picked it up and ran at the Yenaldooshi.

Hopewolf got up and managed to grab the Yenaldooshi's arms, pinning them behind its back. With its chest exposed, Gwen held the pendant up to it's chest and expected it to work, but it didn't. The Yenaldooshi seemed to give Gwen a smirk.

"Wait, shouldn't something happen?" Gwen asked as she stepped back, distraught that what Wes said would happen didn't happen.

The Yenaldooshi smashing its head backwards into Hopewolf's face, grabbed Hopewolf and flipped him."Look out!" Max shouted as the Yenaldooshi jumped over Gwen. It then made a run for it up the side of the mesa.

The group gathered closer to Gwen while Wes bent to pick up the silver pendant and examine it in startled disbelief.

"I don't understand. That should've worked." Wes argued.

"Grandpa, the pendant didn't work because…maybe we're not dealing with a Yenaldooshi." Kai spoke up as she gave Hopewolf a meaningful look.

"But it bit me." Hopewolf inputted in confused tone. "Isn't that why I'm like this?"

She then started twitching before she hit his hands and knees to the ground and convulsed before she let out a low roar and looked to see her clothes turned into a **(A/N: Look up Deviantart: Howl in the Night by UsaRitsu)** the Omnitrix symbol which formed on her belt.

"Kai's right." Gwen said. "Maybe you're not some Navajo werewolf. Maybe you're some alien werewolf. Which is why you haven't been able to go hero, because you're already an alien."

"That would explain that howl of his." Wes said.

"And why the Omnitrix isn't on my wrist anymore." Hopewolf added. "But how did I go alien then?"

"Did that thing ever grab the watch or anything?" Charmcaster asked.

"Right, when we were fighting " Hopewolf remembered being attacked by the Yenaldooshi.. "Both times it scratched it with its claws and it glowed yellow."

"An alien werewolf." Max said, rubbing the back of his head as he turned to Wes. "Just when I thought this summer couldn't get any stranger."

"Aw man!" Hopewolf said.

"What?" Max asked.

"Well, if I knew that I could just go different aliens if they touched the watch, I'd have let them scratch it a long time ago. I'd been an awesome Vilgax."

"Well right now, I'd just worry about you being Hope." Gwen said.

Suddenly, they felt some sort of earthquake suddenly shake the ground beneath them, causing them to lose their footing for a few seconds.

"Something tells me we have may have some other worried as well." Wes said.

* * *

At a cave...

The group came up the opening of a cave. They could here bat chirping as they flew out.

"Aaah!" Kai screamed at the bats that flew at her.

"Ha ha ha!" Hopewolf chuckled at her.

They entered the cave, the walls and floor made of a rather smooth rock that gave off a strange green glow due to the moon's light.

A strange, yet familiar scent hit Gwen's nostrils. "Do you smell that?" She asked.

Hopewolf thought that that was an insult directed at her. "What? My wolf breath's not that bad."

"A sulfur smell is the sign of lava." Wes said. "But the volcanoes around here have all been inactive for millions of years."

That was until the room light up in orange light.

"So then that's not real lava?" Hopewolf said as she turned around and saw the molten rocks flow in the direction of the group.

"It must have reactivated the volcano somehow." Max said as he and the others ran from the lava flow.

"Maybe it wants us off our land, one way or the other." Wes inferred. They came to a cavern that had a way across, but there was a gap in it that had fallen into the lake of yellow hot lava that was below them.

Hopewolf looked to see the lava coat the other side, thwarting their way back.

"Time to see how far this big, bad wolf can jump." Hopewolf grabbed Gwen, Charmcaster, and Kai. "Who wants a ride?" She leaped over the gap and stuck the landing before setting the three kids onto the ground and jumping back for Max and Wes.

As she did so, the pathway she was on was starting to crumble from the intense heat of the lava. She took the two seniors in his grip and nodded.

"I'll need to take both of you, and I'll need all the help I can get." Hopewolf opened her jaw in four section to reveal that the inside of her jaw was light green. Jackwolf looked at the ground and used her sonic roar attack to propel himself into the air. When she was in range of the side where Gwen, Charmcaster, and Kai were, he heard the Omnitrix start to time out. She tossed Wes and Max onto the stone platform. In a flash of red light, Hopewolf went back to being Ben.

"Hope!" Max shouted as he ran to the edge of the cliff to find Ben hanging onto the side of the stone surface. Max grabbed Jack and pulled her up.

"The Omnitrix finally timed out, and check this out." Ben showed the group her newest alien, which was represented by a hologram of the female Yenaldooshi.

"The watch absorbed its DNA." Gwen realized.

"Welcome to the club." Ben said to her Omnitrix.

* * *

Later...

The group came to the end of cave system.

"Look! a way out!" Charmcaster expressed his joy. They began walking towards the opening, which was at the bottom of an incline.

"So, I wonder where all the satellite equipment is he took." Max stated.

They heard growling coming from nearby. The group stopped in their tracks and looked around for the source of it. The Yenaldooshi dropped down from the ceiling and landed in the space between the group and the exit. The alien werewolf opened up its jaw and unleashed its purple tinted supersonic howl at the group. They jumped out of the way.

"Going hero!" Ben shouted as she activated her Omnitrix and slammed the core down.

* * *

**Transformation scene**

Ben's Omnitrix sank into her wrist and her entire body started to bloated into a more rounded shape as she clutched her eyes. And when she open them, they were fully green. Her body was covered in magenta armored plates with white inner body with black markings next to her eyes similar to Ben's side hair bangs and wrap around her legs like zigzag line and the green Omnitrix symbol appeared on her forehead. She spin her body around like a ball before striking the pose as the transformation.

* * *

"Yes! Finally!" Cannonbolt shouted. The Yenaldooshi tried to attack him, but he just body slammed the werewolf away. Cannonbolt jumped up and then rolled into her attack mode, which was her curled into a ball. She rolled towards the Yenaldooshi, using a section of rock as a ramp to land on the creature that gave Ben a new alien mode. Cannonbolt was then bounced up and hit the ceiling, which forced him to unroll. She landed on the Yenaldooshi, who lifted her up and tossed him at the wall of the cave. Cannonbolt's rear end was stuck in the rock. She managed to break out of the rock, but not without causing even more problems. "Huh?" She wondered how the lava didn't burn her behind.

"We can't let this lava go down the mountainside and reach the village." Wes was concerned for the place he and others called home.

"I'll seal it all up." Cannonbolt pointed to the exit. "Go!" Cannonbolt was tackled by the Yenaldooshi. A large section of the cave collapsed, revealing a massive lake of lava that was flowing underneath their feet. The Yenaldooshi exhibited some signs of fear by taking a few steps back, but a few seconds later, it jumped on Cannonbolt again, trying to get her to fall into the lava.

"Hope no!" Max shouted as she tried to rush in to help his granddaughter, but Wes stopped him.

"Just go!" Cannonbolt shouted as she engaged the Yenaldooshi.

The others saw rocks fall on the two dueling aliens. Some rocks then fell into the lava as the platform that they stood on started to break apart. They hightailed it outta there. Wes almost tripped over as he ran through the archway that was the exit tunnel of the cave system. They made it out as the cave collapsed, sealing Ben and the Yenaldooshi inside.

There was rumbling. Then something went boom. "Oh, yeah!" Cannonbolt burst out of the sealed entrance/ exit. "Shell power!"

"Way to go, Hope." Max said as they all smiled before Kai looked at Charmcaster as she rubbed her arm before she looked to the side and sighed.

* * *

Later, back at the village...

Wes was speaking with two other people. After a minute or so, they turned and walked off. "Good news." Wes told the group. "It seems a few people are returning. Thank you."

"Eh, it was nothing." Ben said.

"What do you think that alien wanted anyway?" Kai asked.

"Since we never found any of that satellite equipment or your receiver, I can't say for sure." Max replied.

"Who cares? We kicked its butt, and now maybe I can collect alien DNA." Ben said as she looked at the new alien that she got.

"Come in the museum. I can't send you on the road without a few souvenirs." Wes said as he and Max walked into the museum.

"It's a long summer." Charmcaster said. "Maybe I'll see you again."

"'Ben', I don't know how to say this..." Kai said with a sigh as she rubbed her arm. "You seem like a nice guy and it was great meeting you and your family, but you're just not my type."

"Huh?" Charmcaster went wide eyed and slack jawed. "I-I thought you really liked me?" Charmcaster was confused.

"No, no. I do, I really do... but only as a friend." Kai said with a bow of her head. "It has nothing to do with you, 'Ben'. It's me."

"What do you mean?" Charmcaster asked as Kai bowed her head.

"I have a confession to make to you three." Kai said before vibrating her lips and sighing. "...I like girls...I'm a lesbian."

At that mention, the two kids and teenager eyes widened and their jaws dropped open as Kai nodded and Charmcaster walked to her.

"Well, why didn't you just say so in the first place?" Charmcaster asked.

"I didn't want to hurt you because I knew you were interested in me." Kai said. "What kind of friend would I be if I broke your heart like that?"

"It's okay." Ben said with a smile. "We understand, Kai. You'll find the right girl one day."

"You're not mad?" Kai asked.

"Not at all." Charmcaster said with a smile. "I'm not the kind to judge people for who they are."

Kai then nodded as she and Charmcaster gave a hug to each other then let go as Kai begin to walked away.

"The thing about a crush is…sometimes you get crushed." Gwen stated in a sagely manner. She then gave her 'cousin' a reassuring smile. "Don't worry. There's lots of other girls out there."

"Yeah." Charmcaster said. "But how do I impress them as me?"

"Two secret words is all you need to know." Gwen smirked as she walked away.

"Really?" a bit of hope returned to Charmcaster's visage. "What are they? C'mon! You got to tell me!"

Charmcaster turn to Ben, "Do you know what's those two words are?" Charmcaster asked.

"Sorry, can't tell you. Figure it out yourself." Ben said as she walked away with a knowing smirk on her face as she been in Charmcaster's body long enough to know what those two words.

Charmcaster groaned in disappointment, "So this is how the men feel." Charmcaster said as he walked after them.

* * *

Meanwhile, in the caves where the battle had ensued, the camera zoomed into the caves where in a dark cavern, the satellite equipment and the receiver were revealed to have been used to create a satellite machine of some sort. It suddenly activated and glowed with a green light as a swarm of bats flew towards the camera as the screen faded to black.

* * *

There will some episodes I'm planning to skip due to that there no female alien version of Charm-Ben in this story. For example, Snare-oh, Upchuck, and Frankenstrike. There a poll in my profile for future pairing for Charm-Ben after Charm-Ben 10 for anyone to write.


	4. Chapter 4

I don't own Ben 10.

**Chapter 4: Under Wraps**

Nighttime, near a place called Dairyville...

Three boys propped up the barbed wire that made up the fence to a cow pasture. One had red hair and for some reason resembled Beavis, another was more than a little fat, and one that was shirtless but had overalls on. He had a bit of mud on his black hair. He had in his arms a piglet that was the size of a rabbit.

"Maybe we shouldn't be here." The boy whimpered.

"I knew we shouldn't have brought him." The Beavis lookalike sneered. "He's nothing but a big baby."

"Come on, Todd. Don't wimp out now." The fat boy said. "It's just a little fun. You push over the cow, and it can't get back up."

When the ginger heard this, he laughed. "We'll even let you tip the first one, unless the baby wants to go home so mommy can change his diaper." He said in a rather demeaning tone. To drive the point in, he sucked his thumb mockingly.

Todd walked up to one of the grazing cows. The piglet, which he had put on the ground followed him. Todd placed his hands on the side of the cow and try as could, he wasn't strong enough to push the cow over. The piglet helped out too, but that did little to change the outcome. Which was Todd slipping and falling face first into the mud.

Both of the ones who talked him into this were laughing at him when they got the attention of the bull, which was the cow that Todd had tried to tip.

"Priceless!" The fat kid mocked.

"Doof!"

The bull bellowed, which somehow, despite being right next to it Todd didn't hear. The bull was gearing up to charge. The two bullies and Todd's pig ran away.

"Hey, where's everybody going?" The bull snorted, which Todd felt on the back of his neck. The bull was grinding its hoof into the ground. "Back off, cow chip!" Todd shouted. The bull looked up and turned around and ran, which Todd thought was because of him, which was not true at all. You see, right as the three boys and the pig entered the pasture, there was a bolt of purple lightning. Ah dammit. "Yeah. That's right. You do not want to mess with Todd Maplewood." Todd didn't notice the figure approaching him from behind him. It move in an unearthly manner, swaying back and forth. Its shape was hidden by a cloud that was passing over the moon, but you could infact see a purple glow that was coming from the creature's chest. Todd heard breathing coming from behind him. He looked around his back to see what had scared the bull off. It had it's arms wrapped around its chest, which it unfolded to try and grab him Its arms were longer than its legs and were complemented by arms that had long, thin, almost bandage like fingers. Todd ran off before it could nab him. "Mommy!" He screamed after it roared.

* * *

The next morning, in the Rust Bucket...

Ben and Charmcaster were playing video game while Gwen is reading Ben's spell book.

"You gotta love summer vacation." Ben said to Charmcaster as she didn't see that someone was walking up from behind him. "Nothing to do all day long but sit around and - oh! Hey!" Her shoulder was grabbed by Max, who was wearing a bathrobe. His hair was still wet, but not because he got out of the shower, his hair still had suds from the shampoo he used in it. "Grandpa, what gives?

Max used a towel to dry off his hair. He was pissed. "What gives is that I ran out of water in the shower. Again. It's your job to keep the tank full, Ben."

Ben tried to avoid the glare that Max was shooting at her. "I will, just later."

"Sure. The same way you're 'going' to make your bed?" Gwen said as making an air quote around 'going'.

Max turned his frustration towards Gwen. "You're a fine one to talk, young lady. You think those dirty dishes are just gonna wash themselves? And if I remember correctly, it was your job to take out the trash, Charmcaster."

"But it's summer vacation, Grandpa." Gwen protected.

Ben agreed with Gwen on that. "Yeah. If we wanted to do chores, we could have just stayed at home."

Max growled as the radio suddenly broadcast an advertisement. There was static before the voice of a woman was heard.

She said with your typical farm folk accent. "Y'all ready for a little fresh air? Want a chance to commune with the animals? You know someone who needs to learn the value of some good, old-fashioned hard work?" Ben, Gwen, and Charmcaster listened as they get a feeling of a sense of dread, which was confirmed when they saw the look of interest that was on Max's face when he heard the radio broadcast. "Then sign your whole clan up for a week at Dairyville Family Fun Farm Camp and experience life on a real working farm."

"I do not like that look in his eye." Ben said.

* * *

Later...

The Rust Bucket drove down a road that had fields of wheat along the side of it.

"Trust me. You're gonna love it." Max tried to get the three that he was traveling with to enjoy themselves. "When I was a kid, I spent every summer on my Uncle Jedediah's farm. Learning the value of a little hard work is just what you three need."

There was a woman with brown hair that wore black rubber boots that most likely had steel toes. She was wearing a set of blue overalls and a dark pink short sleeve shirt. She spread a bag of feed out over the yard and the chickens by them immediately started pecking at it. Todd was standing next to her holding his pig.

"Welcome." The woman greeted the group. "I'm Joan Maplewood. This is my son, Todd. You must be the Tennysons."

"Yes, uh, call me Max." Max introduce. He noticed that Ben, Gwen, and Charmcaster were trying to avoid looking at Joan. "And these tenderfoots are my grandkids, 'Ben', Gwen, and Hope."

Todd had a mile wide smile. "Hi!"

Ben, Gwen, and Charmcaster all unenthusiastically said: "Hey."

"Well, enough chit chat." Joan got the attention of the new arrivals. "You're here to work." She pointed over to a truck that was parked in front of the barn door. "You can start by unloading that truckful of feed over there."

"Righty-o." Max as he jogged over to the truck and started the task. He grabbed one and dropped it into Charmcaster's outstretched hands.

"Ugh!" Charmcaster groaned as he struggled to hold the bag up. "Oh, man. There's gotta be like a thousand of these things."

"Yeah, this looks like a job for-" Ben was about to transform, but was stopped by Max.

"Hope "I'm-Too-Lazy-To-Fill-A-Water-Tank" Tennyson, and only her - if you know what I mean." Max said as he shot her a death stare.

Ben nod nervously as Max head back to work.

"Why do I get the feeling that the fun part of our summer vacation is suddenly over?" Gwen asked as she hefted a bag over her shoulder.

* * *

Several hours later...

The four of them had finished unloading the grain bags and had them in a pile in the barn as Joan instructed.

"Well, that's the last of it," Max said. "Nothing like working up a good sweat, right kids?"

He looked down to see his grandkids laying against the feed bags and panting heavily, every muscle in their body aching.

The ringing of a bell was heard. "Come and get it!" Joan shouted from her porch. "Suppertime!"

They ran into the house and sat around the table with Joan and Todd. "Mmm. Good grub, Joan."

"Yeah, with no actual grubs in it for a change." Gwen said, giving Max the stink eyes.

"So, no TV, no video games, no malls." Charmcaster listed in a manner that sounded like he was mad as he turned to Joan and Todd. "What do you guys do for excitement around here?"

"Well, you won't believe what I saw last night." Todd said.

"Now, none of that." Joan thought that what Todd was saying sounds like what jet is made out of. "No one's interested in your tall tales." She wiped off her face with a napkin before standing up. "Let's get these dishes washed and then hit the hay. Hope, mind helping me out?"

"Sure thing." Ben got out of her chair and collected everyone's dishes.

"Wait, we're going to bed? But it's still light out." Charmcaster said.

"Trust me." Max said. "You'll be glad you got the sleep come morning."

* * *

Later...

Ben, Gwen, Max, and Charmcaster were being led to a guest house by Todd.

"Okay, so spill it. What did you see last night?" Charmcaster asked.

"Ah, nothing." Todd said. "You wouldn't believe me, anyway."

Ben and Gwen caught up to Charmcaster and Todd. "Try us. We've seen some pretty bizarre stuff this summer." Gwen said.

"Well, I was down in Old Man Johnson's pasture when, right in front of me, bigger than life was... a mummy! A genuine Egyptian walking-dead mummy." Todd explained.

Ben, Gwen, and Charmcaster were sceptic. "Really?"

The entered the guest house and were led up the stairs to a room with four bunk beds, two windows, one on each side, and a couple of nightstands between the sets of bunk beds.

"Here it is - home sweet home for the next week." Todd said.

Gwen sniffed as Charmcaster plugged his nose from the awful stench that filled the room. "Ew. What's that smell?" Gwen asked.

"Oh. This is the chicken coop, too." Todd walked down the stairs. "See you in the morning."

Max took a deep breath and then exhaled. "Isn't that great?" He asked. "Nothing like the smell of country air."

Charmcaster groaned. "Could this get any worse?" Charmcaster laid down in one of the beds and when he placed his head on the pillow, he heard the clucking of a chicken. "Hey!" Charmcaster pulled the pillow away to reveal a hen sitting at the base of his bed.

Max chuckled. "Guess we won't have to worry about fresh eggs in the morning."

* * *

Later in the night, Ben snuck out of the chicken coop and then quickly rushed down the fields, only to be stopped by Gwen and Charmcaster as they stood by the barn.

"Going somewhere?" Gwen asked with a smirk as Ben stopped as she turned and smiled.

"Same place you are." Ben replied.

"Mummy hunt." They all said in unison.

They ran into a corn field. After getting to the other side, there was a barbed wire fence in the way. They crawled underneath it. They came to a hole that someone or something must've dug. There were glowing purple footprints leading away from it.

"Think that's where his tomb was?" Ben asked.

"An Egyptian tomb in South Carolina?" Gwen asked as she then noticed the glowing footprints in the ground.

They heard growling. They looked where the growls came from and saw two cows on the top of the hill. Only they were glowing black and purple with glowing purple eyes and frills on their backs.

Um," Ben began. "I know I'm a city kid, but cows aren't supposed to look like that, right?"

The mutated cows charged at Ben, Gwen, and Charmcaster.

"Split up!" Ben shouted. She, Gwen, and Charmcaster all ran in opposite directions with Ben in one way while Gwen and Charmcaster in other way, however, even though their intent was to confuse the mutants, both of them turned and pursued Gwen and Charmcaster.

Gwen and Charmcaster continued to run fast but the mutant cows were catching up but they was grabbed by XLR8, who got her out of the path of the corrupted cows. XLR8 stood by a barbed wire fence holding Gwen and Charmcaster under her arms. She placed them back down.

"Thanks." Gwen said as she and Charmcaster was thankful that Ben was there to save them. She gasped in terror as she, Charmcaster, and XLR8 saw the two mutants charging at them.

XLR8 sped after them while Gwen and Charmcaster climbed the tree.

XLR8 sped over to the opposite end of the cows. "Toro, toro!" XLR8 taunted. She waited until the purple mutants were a few feet from him before he sped off to where the cows were a few seconds ago. "Olé!" She continued to act a matador.

The cows roared as they approached her. Once again, when they got within inches of her, XLR8 sped off, this time behind the one with the bull horns and pulled its tail.

Gwen, from her vantage point in the tree could see that the other mutated cow was charging at XLR8 from behind. "Ben, look out behind you!"

The cow rammed into the Kineceleran, sending XLR8 flying into the tree Gwen and Charmcaster was in. "Ugh!" XLR8 groaned.

"Never mind." Gwen said.

XLR8 raised the visor on her helmet. She saw the two mutated cows approaching her. Sh got up and ran along the barbed wire fence and got a few yards of it in her arms. He stopped and let the mutants think she gave up, but when the cows got closer, XLR8 ran around them in a circle, picking up dust and dirt, forming a cloud. When the dust settled, the two mutated cows were tied up.

Gwen and Charmcaster climbed out of the tree that they was in to stay out of the reach of the mutants. "First a mummy, now mutant cows? What's happening on this freaky farm?" Gwen questioned.

"One way to find out." XLR8 noticed glowing patches of grass. "Follow the glow trail."

XLR8 lowered her visor and was about to bolt down the path that either the cows or something else left.

"Benjamin Tennyson, don't you leave us here..." Gwen said as XLR8 left Gwen and Charmcaster. "...alone."

XLR8 ran through a forest and came to an abandoned farm where in a hole in front of the doors to the barn was a mummy that was digging up something. The hole was emitting purple light. XLR8 got closer to the mummy to see it up close she found that the mummy did in fact look Egyptian.

"Woah. Looks like Todd was right." XLR8 said, not realizing how loud her voice was. "But why would a mummy try to get back into the ground?"

The mummy heard XLR8 and turned to face her, showing the Kineceleran its glowing purple eyes. He growled at XLR8. He leaped out of the hole it dug and slammed down four tendrils of what seemed to be its cloth wrapping.

XLR8 dodge this attack by putting a good twenty feet between herself and the mummy. The mummy then used one of his arms as a whip and slammed it in XLR8's direction, but missed, instead a barn that was a bit to the left of XLR8.

XLR8 ran into the barn and flung a bunch of sharp objects at the Mummy, which would've damaged it if the mummy hadn't spread itself apart and let the tools fly through an empty space.

The mummy looked behind itself to see that if the tools had made contact, he would've been damage. XLR8 used this as an opportunity to attack. She charged at the mummy, jumped up and kicked it. The mummy recovered from the blow and then grabbed XLR8, preventing her escape. The mummy then flung XLR8 into the side of a grain silo. After XLR8 got back up, three strands of the mummy's cloth made contact with the metal, which would've hit XLR8 if she hadn't ran away. XLR8 up the silo and stood on top of the roof. She looked around for the mummy, but found no sign of it. She heard a shrieking and looked behind her to see the mummy approach her. He punched XLR8 off the silo and on to the ground. The mummy jumped off the silo and landed ten feet in front of XLR8.

The Omnitrix dial on XLR8's chest blinked red and beeped rapidly, before reverting Ben to her human state.

"I hate it when that happens." Ben said as the mummy grabbed two of the pillars holding the cover of the grain silo up. It pulled them out causing the silo to collapse. Ben couldn't move her legs as she was paralyzed with fear. That would've been the end if not for Gwen and Charmcaster jumping at Ben, which got her out of the way.

"So, are we even in the rescue department?" Gwen asked.

"Yeah." Ben breathed a sigh of relief. She had just seen her life flash before her eyes. Ben then realized that something was gone. "But where's the mummy?"

"Major monster movie." Ben said as they walked to the crater. "He was digging for something glowing at the bottom of the crater, but it's gone now.

* * *

Later, back at Dairyville...

Ben, Gwen, and Charmcaster got back to the guest house/chicken coop. Ben laid down on the bed. "Oh man, I'm beat. I could sleep for a week." Ben yawned and tried to get some sleep, but the universe isn't feeling merciful at this time.

The minute that she actually managed to fall asleep, Joan then sneaked up on her and turned on the light and shouted: "Rise and shine, sleepyheads!"

Gah!" Ben shouted as she fell out of the bed and groaned on the floor.

"You've got to be kidding." Gwen said as she, Charmcaster, and Ben were all too tired. "It's 5:00 a.m."

"And those cows aren't gonna milk themselves." Joan said.

Max got out of his bed and stretched his arms. "Uhh! Now, aren't you glad you went to bed early?"

Ben, Gwen, and Charmcaster looked at each other then frowned.

* * *

In the barn...

Todd was showing the Max, Ben, Gwen, and Charmcaster how to milk the cows.

"Just squeeze and pull. Squeeze and pull." Todd said.

"Hey, don't they have machines for this?" Charmcaster asked.

"Ma doesn't believe in them." Todd answered. "Says they spook the cows."

"Isn't there something else we could do?" Ben asked.

"Well, the manure needs to be shoveled." Todd answered as they looked over to the pile of cow feces with flies hovering over it.

Seeing as there were only two options available. Ben, Gwen, and Charmcaster the less repulsive chore. "Milking." They said.

Todd and Max left the barn. When the door was closed by Todd, Ben had a realization about the task at hand.

"Aw man." Ben groaned. "This is gonna take forever." Ben pressed the two buttons on the Omnitrix. "Unless we get a little special help."

Gwen didn't want to milk the cows as well, but she didn't want to disobey her grandpa either. "Ben, Grandpa told you specifically not to go alien to do this stuff."

"Gwen's right, you know?" Charmcaster asked, although he had same reason as Gwen.

"Yeah, I guess you're right." Ben said as almost as if she could read their mind, knew that Gwen and Charmcaster wanted to get this done quickly. "You both wouldn't want to miss out on the experience of milking all these cows?"

"So, what are you waiting for?" Gwen asked. "Change already."

Ben smirked as she slammed the cores down in a flash of green.

* * *

Later...

Gwen and Charmcaster was lying on a haystack. They had a stalk of wheat in their mouth. "Oh, yeah. This is working out great." Gwen said.

A cow was trying to get away from Four Arms, who was carrying another. The tetramand was holding onto the freeing cow's tail. "Stand still. I don't like this any more than you do." One of the Cows knocked over one of the buckets, which frustrated Four Arms. "Hey, that one was almost filled!" Four Arms got that cow over her other shoulder, which caused her to fall into another haystack. The fall was caused not by too much wieght, but rather it was caused by the balance being affected.

"How's it going in there?" Joan asked before she came into the barn. Four Arms hid in a haystack while Gwen and Charmcaster pretended to milk the cows.

"Oh, just milking away." Gwen lied.

"Where's that older cousin of yours?" Joan asked Gwen.

"She..." Gwen thought of an excuse. "went to go get more buckets."

"Huh." Joan believed Gwen. "Well, when you're done here, find Todd. He'll show you your other chores for the day."

After Joan closed the door, Four Arms poked her head out of the hay stack as she, Gwen and Charmcaster smiled at each other.

* * *

Later...

Todd was feeding the pigs grain. He poured the mixture into a trough, then hold the bucket to Ben. Gwen, Charmcaster, and Ben looked to see that there was a lot of pigs to feed.

Ben take the bucket as Todd walked away. Ben looked back to Todd and see he had already left as she, Gwen, and Charmcaster smiled at each other.

Ben dropped the bucket and activated the Omnitrix and selected Wildvine. Wildvine grabbed a couple of the feed bags and poured them over the pig pens.

* * *

And again, later in the day...

Todd dropped an egg in Ben's hands as he walked out of a chicken coop, one that wasn't also the guest house. Ben, Gwen, and Charmcaster smile at each other as Ben tossed the egg to Gwen then walked into the coop. There was a flash of green light, and seconds later, XLR8 was running out of the coop with a ton of eggs in his arms. She raised the visor on her helmet, showing the mile wide grin that was on her face. However that turned into a humorous shock when she saw that she had accidently picked up one of the chickens.

* * *

Later still...

Todd got a horse ready to plow the field, which would be easy, if horses were'nt free thinking beings that could stay still if they wanted to.

To solve this problem, Ben turned into Wildmutt and grab the ropes with her jaw that kept the horse on the plow. She then pushed the plow across the field.

* * *

After that...

Todd used a post hole digger to make a hole then give the post hole digger to Ben as he put a white fence post into the hole and then walking away after he finished showing them what to do. Ben, Gwen, and Charmcaster smile at each other as Ben turned into Diamondhead and used her bladed arm to jab at the ground, making a hole and put in a fence post. Ben had smug expressions on her face.

* * *

Later, at sundown...

Ben, Gwen, Charmcaster, and Todd were walking down the dirt road to the guest house. "So, do you have to work like this every day?" Charmcaster asked.

"Nah. During planting and harvest seasons, we don't have it so easy. But, to tell you the truth, at least it keeps you busy. It's usually pretty boring around here." Todd admitted. "It's not like every day a mummy appears in a flash of purple lightning."

As those last two words left Todd's lips, the kids and teenager immediately froze where they stood and Todd walked away from them as they all turned to each other.

"Purple lightning?" They all chorused.

* * *

At the manure pile...

"Purple lightning?" Max asked as he shoveled some cow crap into the back of a pickup truck.

"Just like when we crossed paths with that alien werewolf." Charmcaster said.

"There's no way that it's just a coincidence." Gwen said.

"I'm not sure, but it can't be good." Max said as he finished up shoveling the manure for the day. "Come on. You guys can fill me in on the rest while I grab some gear."

* * *

Later, at the sight of the battle between XLR8 and the mutated cows...

Max held a scanner in front of the cows. "Well, this would explain your mutant cows, but we've got an even bigger problem."

"Bigger than a rampaging mummy and monster cows?" Gwen asked, not liking that things are about to get worse.

"I'm picking up trace readings of Corrodium. It a high-energy mineral, not naturally found on Earth. My guess is a meteor must have crashed around here a few thousand years back, scattering debris all over the area." Max explained.

"The mummy is a rock collector?" Ben asked.

"I'm afraid not, Ben." Max said. "It's a powerful energy source that's very unpredictable. That's what mutated those cattle."

"So if that mummy gets his hands on more of this stuff..." Charmcaster said.

"He could turn every living thing on the eastern seaboard into the same kind of monsters." Max said.

* * *

At an ice cream factory...

"Scanner indicates that the Corrodium readings are highest right over there." Max said as the Rust Bucket pulled into the parking lot of the factory.

"Digby Dairy?" Ben looked at the sign on the large building. "Isn't that my favorite ice cream?"

A security guard in a booth by the entrance. He was snoring, which allowed Max, Ben, Gwen, and Charmcaster to sneak by easier than if he had been awake.

They entered the factory and followed the trail of Corrodium energy. They took a left and went down a flight of stairs. The scanner beeped faster as they went down the stair until the scanner was overloaded and emmited sparks which was followed by a smoke being released.

"I'd say there's a big chunk of Corrodium buried right here, beneath the concrete." Max said.

Ben activated the Omnitrix. "I'm on it." She selected Diamondhead and slammed down the dial.

* * *

**Transformation scene**

The Omnitrix sank into her wrist and it became encased in green diamond before it covered her other arm and her head before it closed around her eyes and it became fully green. Diamond cover her ponytail and her clothes morphed into a magenta and pink bodysuit with purple zipzap lines below her knees with pink on lower right leg and magenta on her lower left with magenta patch with purple zigzag line around the edge on her upper left chest where the Omnitrix symbol was as the transformation ended.

* * *

Diamondhead jumped over the railing and onto the concrete floor.

"Ben, wait!" Max tried to caution his older granddaughter, but his warning fell upon deaf ears.

Diamondhead grunted as she stabbed the ground with her hands that she turned into spikes. She continued this until there was a purple light coming out of the hole she formed. "Found it."

"Nice work, genius." Gwen said as she, Charmcaster, and Max walked down the steps. "You just did the mummy's work for him."

"Oh... yeah..." Diamondhead said, realizing her mistake.

The lights started to flicker.

"We got company." Max warned.

At the far end of a hall that was lined with various pipes was the Mummy. The lights turned off, when they came back on, the mummy was closer to them.

"Something tells me he's not here for the chocolate zoomies." Gwen whimpered. Diamondhead charged at the Mummy. The mummy jumped, attempting to pounce on Diamondhead, but got impaled on one of the Petrosapien's spear tipped arms.

"Now that's gotta hurt." Diamondhead said.

The mummy wrapped on of his tendrils around the arm that impaled him. "Hey, let go!" Diamondhead tried to shake the mummy off. The mummy then threw Diamondhead into a bunch of machinery. He then grabbed the corodium crystal that Diamondhead dug up and added it to the other pieces he had in his chest.

Stating the obvious, Max said: "He's got the Corrodium."

The mummy roared before a crystal spikes came from where Diamondhead was lying down. They were heading towards the mummy, which he jumped to avoid. It used pipes that were on the ceiling to get over the spikes. He extended its and used them to try to punch an approaching Diamondhead, but were dodged until one was grabbed and used to fling the mummy against a wall. The mummy was then rammed by Diamondhead, which demolished a wall. Diamondhead then grabbed the mummy's head and flung the B-movie reject into a generator. Max, Gwen, and Charmcaster had caught up to Diamondhead. The mummy wasn't phased by that attack. It got back up and stumbled towards the group. The compartment on his chest unfolded, exposing the Corrodium.

"He's trying to expose us to the Corrodium." Max said as he and the others walked backwards to try to get away from the mummy.

A door opened and the security guard entered. He didn't know what to make of this situation. "Hey, what in blazes?"

"No! Get back!" Max warned, but that was in vain. The mummy turned to face the guard.

"Aah!" The night guard screamed as he was grabbed by the mummy and exposed to the Corrodium. The guard's eyes turned all purple. His skin became dark purple, a shade that was so dark it was almost black. His jaw unhinged. Most of his teeth fell out, with the few remaining turning into fangs.

Max place what looked like a red badge on Gwen and Charmcaster, and then on himself. It formed into a suit that covered all of their bodies.

"Level-10 hazmat suits." Max explained. "Don't think your parents would appreciate me bringing you both home all mutated."

"Hey, what about me?" Diamondhead complained.

"As long as you're in alien form, you should be safe from the mutation effects."

Diamondhead turn to face her grandpa and cousins. "'Should be'?" She was grabbed by the mummy, who wrapped one of its bandage like tendrils around Diamondhead's mouth. "Uhh!" Diamondhead was flung into a wall.

The mutated guard approached them, hopping toward them on its bladed limbs. "Run, now!" Max shouted as he and the other ran from the creature. They ran into a room with various industrial sized mixers.

"Well, here goes nothing." Gwen said before making a pose. "Emocha Objectia!"

Suddenly, her entire hazmat suit inflated up like a balloon and she screamed in terror and she started flying and bouncing all over the room and crashed into the objects. Max The monster security guard swipe it claws at Max and Charmcaster which they dodged as the security guard got hit by Gwen before she finally deflated and fell to the floor. "Okay. Mental note - never try to perform a spell from inside a hazmat suit."

Max picked her up and saw the mutated guard charging at them. Max got himself, Gwen and Charmcaster out of its path.

The mutant ran up a pipe and ran along the top of it while Max, Gwen, and Charmcaster ran down a corridor that was below it. It jumped down and prepared to impale them, however, the mutant's strikes were easily dodged.

Max stumbled back into a wall. He removed a long pipe from a bracket and held in in front of him. "All right, now. I don't want to hurt you." The mutant sliced the pipe in half. "Well, so much for that idea." The mutant swung at Max, but he dodged it.

The mutant pursued him. He was running backwards as the mutant followed him. It jabbed at him, but Max managed to dodge it. The corodium mutant then jabbed at the ground where Max stood, which Max dodged. It then raised up both of its claws and then slammed them down. Max jumped out of the way and threw the two pieces of pipe that he held in his hands at the mutant, but the freak sliced them. It then slammed the side of one of its blades at Max, causing him to fly over a railing.

The mutant turned around and saw Gwen and Charmcaster. Gwen and Charmcaster ran away from the mutant. Seconds later, the mutant pursued Gwen. Gwen ran over to a machine with a conveyor belt feeding into it. Gwen crawled inside it. The mutant jumped on top of the machine and stabbed the metal rectangular prism at random. Thankfully, Gwen was okay and was unharmed. When Gwen got out she rolled onto the floor. The creature was about to kill her, but the discount Super Mutant heard a sound from behind. It looked back and it saw Max standing on a length of chain that had a hook on it as it struck by him sending it crashing to the conveyor belt as Max landed on the ground as Charmcaster ran towards the machine.

"Let's wrap this up." Max said. The mutant, which had been sent flying landed in another one of the factories' machines, come to climb out. Charmcaster pressed the activate button, which caused the mutant to be dragged into the machine. It was wrapped up in tape. Unable to cut through since it was unable to move its limbs.

Diamondhead, meanwhile, had just dodged a punched made by the mummy. The mummy's fist landed on one of the mixers. Diamondhead then uppercut the mummy back before firing several shards of crystal at it, which the mummy avoided by separating itself apart.

The Omnitrix dial blinked red and in a flash of light, Ben was back to being 'normal'. The mummy's eyes widened when it saw what just happened, not in surprise but a lightbulb just went off in its head.

Ben grinned nervously and then ran as she knew what would happen if the mummy got its bandages on her. Ben hid behind one of the machines as the mummy ran by her. Someone grabbed her shoulder. She was about to scream, but saw that it was Max. Max placed one of the level 10 hazmat suits on Ben, causing the brownish green and black suit to form around Ben, covering everything except for the Omnitrix and her magic bag.

"Okay. Not my style, but it'll do." Ben said.

"Don't use your magic spell while you're in the hazmat suit. Gwen did it once in her hazmat suit and didn't goes well." Max warned as Ben nodded.

Max was grabbed by one of the mummy's tendrils and tossed to the side. Ben ran from it. Ben tried to out maneuver the mummy, but the mummy was more than able to keep up with whatever Ben, a human teen that was in above average physical condition, was able to.

Ben turned a corner and ran down, the alien mummy in hot pursuit.

"Ben!" Gwen realized when she saw a container next to her. "Slop the hogs!"

Ben looked to her left and saw the container next to her and she then tossed it out to the ground, sending out strawberry ice cream mix, which caused the mummy to slip and crash into the refrigerators.

"Hey." Ben said. "Grandpa was right. This farm work stuff really does pay off."

Ben approached the mummy as Gwen ran up to a control panel and started pressing random buttons. "One of these has got to do something." One of the buttons caused a machine to power up. "There!"

Ben picked up a hose and sprayed the monster of the week with marshmallow. "Eat marshmallow, mummy!" The mummy was forced into a big vat.

Charmcaster walked over to a lever. "Or maybe you'd prefer peanuts!" He pulled the lever into the on position, causing thousands of peanuts to fall on the mummy, causing it fall into the blades. It got torn up in the blades.

"Yes!" They all shouted.

They walked away from the vat as they high-fived.

Ben's ankle was grabbed by the mummy.

The mummy exited the vat and reformed its body. It began to damage Ben's suit.

"Her suit's ripping. She'll be exposed to the Corrodium." Gwen worried.

The mummy then grabbed Ben's left wrist, causing the dial on the Omnitrix to turn yellow. The dial automatically raised up and broke through the mummy's tendril. The holographic imagine of various aliens flashed on the dial before stopping at one that looked exactly like the female version of the mummy.

"The Omnitrix - it's sampling the mummy's alien DNA." Max said. "Ben, go alien before you begin to mutate. It's your only hope!" Max shouted.

"Time to fight mummy with mummy." Ben slammed down the dial, and instead of getting the mummy, she got Upgrade. (A/N: look up female Upgrade that has blue circuit color with white part on front of her body. Now replace blue with green.)

"Upgrade? Oh, man!" Upgrade said as she slipped out of the mummy's grasp. She reformed behind the mummy. Seconds later, the mummy turned around as slammed Upgrade into two barrels.

"Ben, be careful." Max warned. "That stuff is liquid nitrogen. It could freeze you solid in seconds."

Upon hearing this, the circle that made up Ben's eye turned into what resembled a grin. As the mummy approach Upgrade, the galvanic mechamorph liquified and latched onto the two barrels. The nanite infused goo possessed the barrels, turning them black and green, and giving it three spider legs.

"Just wanted to get you all fired up before cooling you way down - permanently." Upgrade joked.

Upgrade fired a transparent blue beam at the mummy, which began to freeze it. After about fifteen seconds, it was finished. "Anybody for an extra-large order of mummy ripple?"

* * *

Later...

Upgrade had just finished pouring cement into the hole that they placed the frozen mummy in along with the corodium.

"Nice job, Ben." Max congratulated his granddaughter. "By the time the day shift begins, the concrete will be hard, and no one will ever know a mummy-sicle is buried under there."

"Or that there's a few pieces of mutant-making crystals buried with it." Charmcaster added.

The dial on Upgrade's chest blinked for a few seconds before Ben was returned to normal. "Speaking of mutants, what about the cows and the security guard?"

"Don't worry about them." Max said. "They weren't exposed long enough for it to be permanent."

* * *

Outside the factory...

Max, Ben, Gwen, and Charmcaster exited the factory. "Guess we'd better head back to the farm." Max said. "I'm sure Joan has more chores for us to do."

Ben, Charmcaster, and Gwen immediately grew worried.

"Yeah, about that, Grandpa..." Ben began.

Max stopped and looked back and saw Ben rubbing the back of her head.

"Charmcaster, Gwen and I would just like to say..." that was when she, Gwen, and their 'cousin' immediately ran up and hugged him with pleading looks in their eyes.

"Please don't make us go back there, please! We've learned our lesson, Grandpa! We'll do our chores from now on, we promise!" They all said.

Max had a grin on her face. "Oh, thank goodness. I'd forgotten how much I hated working on Uncle Jedediah's farm when I was a kid." Max said.

Ben, Gwen, and Charmcaster smiled each other in relief after hearing that.

"Now, let's get out of here before I get stuck with manure duty again." Max said as they walked towards the Rust Bucket.

Chapter end.

* * *

**A/N: I rewrite the chapters a bit by changing Charm-Ben eyes color alien transformation from pink to green. The reason why is simple: Gwen 10 in Omniverse. Gwen has green eyes and yet in her alien form, she has pink eyes instead. So it show that the eyes color of the aliens transformation is not your own eyes color but rather the color of the Omnitrix.**


	5. Chapter 5

I don't own Ben 10.

* * *

**I was planning to do Don't Drink the Water but I change my mind.**

* * *

**Chapter 5: Final Chapter**

A blimp was being driven by some criminals dressed as multi-colored birds as it flew through the city, leaving the civilians stunned.

"It's just so good being bad!" the leader said.

The criminals were in fact, holding a group of hostages in their blimp, the leader laughing out before contacting his partners.

"The city's at our mercy! Get the weapons ready. Disrupt the helium flow."

* * *

"Can't!" one of his accomplices said. "I've got my talons full with some giant root!"

"I'm sorry? Root?" Wildvine asked as she dropped down in front of the blue-suited villain. "Get a clue, dude. I'm a vine."

Wildvine punched out several stretch-punches that slammed him over the edge and he slammed onto the lower balcony where Gwen was waiting as she fired up a spell.

"Badickinis Metalalurca!"

The metal support beams wrapped themselves around the blue criminal, trapping him in the bindings.

* * *

A green-suited bird criminal strapped a bomb to the engine of the blimp and armed it for detonation.

Suddenly, the door opened and a Max came in and slammed a sucker punch to the jaw.

"I promised my grandkids a relaxing ride, not you!" Max shouted as Charmcaster kicked his unconscious form in anger.

* * *

The orange-suited leader walked amongst his hostages, smiling.

He typed in the code on his bomb, arming it. He smirked as he saw a vine by the window and it broke the window and slam him on the floor. The vine wrapped him and pull him onto the roof of the blimp as he saw Wildvine.

"You've just been grounded!" Wildvine said.

She rip the jet pack and then strapped the ticking bomb and activated the jet pack, sending the bomb flying off as it exploded in the air as the team regrouped inside of the blimp.

"Grandpa, what can we do next?" Wildvine asked excitedly.

"Now, we get you home, Hope. Summer's over." Max said with a smile.

Ben gasped in horror.

* * *

The Rust Bucket drove onto the road. Ben, Gwen, and Charmcaster are sitting at the table as Gwen were on her computer as she handed over the spellbook to Ben since she was borrowing it for rest of the summer.

"Aw man." Ben said as she put her spellbook in her magic bag. "I can't believe the summer's over."

"Well, believe it." Gwen said. "Now we got the time to practice magic to gain more experience to get both you and Charmcaster back to your original bodies."

Ben and Charmcaster looked each other.

"Actually, Gwen," Ben said, getting her attention. "There something we like to say to both you and Grandpa."

"What is it that you both has something to say?" Gwen asked in confused as Ben and Charmcaster turn to each other with a serious look on their face and nodded as they look back to Gwen.

"We don't want to go back to our original bodies." Ben and Charmcaster said at the same time caught Gwen and Max by surprise.

"You both don't want to go back to your original bodies?" Gwen asked as Ben and Charmcaster shook their heads. "But why?"

"We like our new life in a different bodies." Ben answered. "I didn't being in girl body at first but after spending so much being in girl body, I find it not bad."

"And for me, I like to spend my new life with the Tennyson family." Charmcaster said.

"And you both agree to this?" Max asked as Ben and Charmcaster nodded.

"Yes, Grandpa. And we like to change our name to the one we used in public." Ben said.

Max smiled, "Alright. We'll change your names to the one we used in public. Is that okay with you, Gwen?"

"Definitely." Gwen agreed.

"Thank, guy." Charmcaster now known as Ben said as they respond with a smile.

"So, what can we do about Mom and Dad?" Ben now known as Hope asked.

"You just leave that to me." Max said with the phone in his hand.

* * *

As the Rust Bucket dropped Ben and Hope off at their home in Bellwood, Max leaned down to Ben level as everyone bid their goodbyes.

"Ben, Hope," Max said. "I want you kids to know that even though this summer didn't turn out the way I planned, I wouldn't have changed a single second of it."

"Us either, Grandpa." Ben said as they hugged their grandpa with a smile.

"Thank you. You gave this old Plumber new life. It was an honor fighting side-by-side with you two, Benjamin and Hope Tennyson."

"You weren't so bad yourself... Maxwell." Hope said with a wink.

Suddenly, Ben were nailed by a large pet German shepherd Rex who drooled down as Ben laughed.

That was when their mother and father came out. Their father had their brown hair and wore a green polo shirt, a brown belt with a gold buckle, khaki pants, and brown shoes. Their mother had golden blonde hair and wore a purple sweater over a lavender shirt, white pants, and purple Mary Janes.

"Ben!" their mother called as she jogged forward to them.

She hug Ben after he stand up followed by his new father.

"Hey, Dad." their father said to Max.

"Son, good to see you." Max said as he shook his son's hand.

"Hey, Uncle Carl! Aunt Sandra!" Gwen said as she walked up and hug them.

"Hi, Gwen. Now I know you and Ben have had your differences. But I hope his personalities grew on you this summer." Sandra said.

"I suppose one or two of Ben's weren't that disgusting." Gwen said, giving Ben the stink eyes as Hope walked forward.

"You must be Hope Max talked about. My husband got the adopt papers all filled up. You're a part our family now. And we even got your new room all set up." Sandra said.

"Thank, Mom." Hope said.

"I got a new job, Dad." Carl said to Max. "I'm the city engineer."

"That's great."

"You want to come in?"

"I'd like to, but I promised Frank and Lily that I'd have Gwen home hours ago." Max said.

"Did he share his famous Plumber with you two, Ben, Hope?"

"Uh, how did you-" Hope began.

"Your grandfather never failed to compare anything to a socket wrench or a pipe. There was always a plumbing emergency somewhere in the world to deal with."

Max shot the new sibling a wink as he walked back to the Rust Bucket and fired up the engine.

Gwen turned and sighed as they looked to her and smiled.

"Well... smell you around." Gwen said as they hugged each other.

You guy proved me wrong." Gwen said, especially to Hope. "There's more to you than just what I initially thought of you, Hope."

"Thanks." Hope said as their cousin turned and left into the Rust Bucket, which drove off, leaving the sibling behind as they looked at the house.

Carl and Sandra looked at the Omnitrix and immediately grew interested.

"Well, that's new." Sandra said.

"Oh, this old things?" Hope asked nervously before innocently lying. "I won it at some arcade. I forgot it were even on my wrist."

The new sibling then looked after the Rust Bucket and Gwen as they smiled before the RV vanished from sight.

Their parent walked towards the house followed by the new sibling after they picked up their bag. They all walked inside the house as Hope closed the door from behind.

The End

* * *

**A/N: Well that the end of it. Also there will no battle against Vilgax and his drones. Those are 'what-if' episode, not this chapter. As for Charm-Ben 10 Alien Force, Ultimate Alien, and Omniverse; I'm handing them down to someone who is a better writer than I am.**

**Charm-Ben x Julie: 4 votes**

**Charm-Ben x girls harem: 7 votes**

**Winner: Charm-Ben x girls harem**

**Here the list of harem for Charm-Ben in the future:**

**Julie Yamamoto (They are meant to be together. The way they broke up in Omniverse was completely asinine.)**

**Ester (It's better for her to be with Charm-Ben than Antonio.)**

**Kai Green**

**Looma Red Wind**

**Eunice**

**Elena Validus**

**Gwen Tennyson**

**Rook Shar (Rook Blonko's sister)**

**Drew Blackwell (Former Saturday. Broke up after seeing her husband cheating on her with another woman behind her back)**

**Sunny Tennyson (Gwen and Ben's Anodite cousin)**

**Lucy Mann**

**Margie**

**Jennifer Nocturne **


End file.
